Common use of Security Procedures Clause in Contracts

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or the Dealer Manager’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Manager of the Company’s general partner (for the Company) or [ ] for the Dealer Manager, or in each case more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Company (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any recipient of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, b) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement acknowledge and agree Company acknowledges that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to_____________ by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of of___________ or more senior thereto(collectively, the "Senior Officers"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account of recipient designated by_____________ in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personreach the Holder Representative after a reasonable amount of time, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of ParentSponsor’s or PubCo’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Holder Representative. (c) Notwithstanding anything to the contrary herein, the Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Parent (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who , which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any recipient of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (pursuant setting forth, claiming, containing, objecting to, or in any way related to a the transfer or distribution of funds, including but not limited to the Joint Written Direction Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or otherwise)email and no instruction for or related to the transfer or distribution of the Fund, approvalsor any portion thereof, consents, requests, shall be deemed delivered and other communications, effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile or email, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s the Parties’ respective executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of Escrow Shares, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to a Joint Written Direction or otherwise)Section 3 of this Agreement, approvals, consents, requests, and other communications, are received by must be given to the Escrow Agent by confirmed facsimile or by an e-mail which includes an attached PDF containing a “wet” signature on the applicable instruction notice (a “Qualified E-Mail”) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or Qualified E-Mail at its the number or e-mail account(s) as designated on Schedule A hereto, address provided to Parent or LPHL by the Escrow Agent is authorizedin accordance with Section 9 and as further evidenced by a confirmed transmittal to that number or e-mail address. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or Qualified E-Mail, but not required, to the Escrow Agent shall seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one officers of Parent or more of Parent’s executive officers LPHL (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedofficer.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email attachment and no instruction for or related to the transfer or distribution of the applicable Fund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or email at the number or email address provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile or email, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Stockholders’ Representative’s or Parent’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Stockholders’ Representative or Parent to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds escrowed funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. (c) The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to will seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or the Placement Agent’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Executive Vice President or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Earnout Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Earnout Escrow Agent is unable to contact any such designated personreach the Management Representative after a reasonable amount of time, the Earnout Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of ParentPubCo’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Management Representative. (c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary set forth in Section 10, any instructions (setting forth, claiming, containing, objecting to, or in any way related to, the transfer or distribution of funds, including, but not limited to, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to a Joint Written Direction or otherwise)Section 4, approvals, consents, requestsmust be given to the Escrow Agent by confirmed facsimile, and other communicationsno instruction for, or related to, the transfer or distribution of the Escrow Fund, or any portion thereof, will be deemed delivered and effective unless the Escrow Agent actually has received such instruction by facsimile at the number provided in Section 10, and as further evidenced by a confirmed transmittal to that number received by the sender. In the event that funds transfer instructions are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile, the Escrow Agent is authorized, but not required, to must seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A heretoC, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from from, and to seek confirmation of such instructions by telephone call-back to to, any one or more of Parentthe Buyer’s or the Sellers’ Representative’s, as applicable, executive officers officers, (each, an the “Executive OfficerOfficers”), as the case may bewhich will include any officer with a title of President, who shall include individuals holding titles of ___________ Managing Director, Vice President, General Counsel, Secretary, or more senior thereto, as Escrow Agent may selectTreasurer. Such Executive Officer(s) shall Officer will deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)Officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Buyer or the Sellers’ Representative, as applicable, to identify (ia) a the beneficiary, (iib) a the beneficiary's ’s bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Fund for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. Each of the parties to this Agreement acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If noticesIn the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement, instructions (pursuant to a Joint Written Direction as indicated in Section 9 above), whether in writing, by telecopier or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Annex III hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Annex III, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s your executive officers officers, (each, an “Executive OfficerOfficers”), which shall include the titles of President or Chief Financial Officer as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Party A or Party B to identify (ia) a the beneficiary, (iib) a the beneficiary's bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds escrowed funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. Party A and Party B agree that repetitive or standing settlement instructions will be effective as the funds transfer instructions of Party A and Party B, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided herein or such other security procedure that the Escrow Agent, Party A and Party B may agree to.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Pubco and the SPAC Representative by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Pubco and the SPAC Representative (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge officer. (c) Each of Pubco and agree the SPAC Representative acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account of recipient jointly designated by Pubco and the SPAC in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Purchaser (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any receipt of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more [officers of Parent’s executive officers the Purchaser (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. .] Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any receipt of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided xxxx the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree Parent acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account or recipient designated by Parent or Stockholder Representative in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction Direction, Voting Direction, or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretoA, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A heretoA, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 13 above and, if applicable, this Section 1714. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe applicable Party’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (ia) a beneficiary, (iib) a beneficiary's ’s bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Indemnified Party Representative (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any recipient of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 11, any joint instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any Instruction required pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no Instruction for or related to the transfer or distribution of the Escrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such Instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative by the Escrow Agent in accordance with Section 11 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event joint transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation each of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatoryon Schedule 1 hereto. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personeach of the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers each of Xxxxx Xxxxxx and Spinco and by an authorized representative of the Voyager Stockholders’ Representative (eachcollectively, an the “Executive OfficerDesignated Persons”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Designated Person shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestof its authority to confirm such instructions, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (b) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient jointly designated by Xxxxx Xxxxxx, Spinco and the Voyager Stockholders’ Representative in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) [ ] acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account of recipient designated by [ ] in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 8, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrowed Sponsor Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Whole Earth Brands, Inc. (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedofficer.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above 15 hereof and, if applicable, this Section 1716. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or the Dealer Manager’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Manager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, or in each case more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction Direction, Voting Direction, or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretoor Schedule B, as applicable, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A heretoor Schedule B, as applicable, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto or Schedule B, as applicable, may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 13 above and, if applicable, this Section 1714. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe applicable Party’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (ia) a beneficiary, (iib) a beneficiary's bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Any instructions setting forth, instructions claiming, containing, objecting to, or in any way related to the transfer or distribution of the Payment Account, must be in writing or set forth in PDF, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 1 (pursuant each an “Authorized Representative”). Except as provided in Section 6 above, no instruction from a Party for or related to the transfer or distribution of the Merger Consideration shall be deemed delivered and effective unless it shall be in writing executed by an Authorized Representative, and Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 19 (or for the Holders List, as set forth in Section 4), and as evidenced by a confirmed transmittal to a Joint Written Direction Party’s transmitting fax number or otherwise), approvals, consents, requestsemail address, and Agent has been able to satisfy any applicable security procedures as may be required hereunder. Agent shall not be liable to the Parties, any Company Holder, or other communicationsperson for refraining from acting upon any instruction from a Party for or related to the transfer or distribution of the Merger Consideration if delivered to any other fax number or email address, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorizedincluding, but not requiredlimited to, a valid email address of any employee of Agent. (b) In the event funds transfer instructions are set forth in a permitted instruction from a Party or the Parties, Agent is authorized to seek prompt confirmation of such communications funds transfer instructions by a single telephone call-back to one of the sending person or persons’ telephone number(s) as designated on Schedule A heretoAuthorized Representatives, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatoryAuthorized Representative. The persons and their telephone numbers authorized to receive designated for call-backs as designated in Schedule A hereto may be changed only in a writing executed by Authorized Representatives and actually received and acknowledged by Escrow Agent and delivered via facsimile or as a PDF attached to an email. Except as set forth in accordance with Section 16 above and6 above, if applicable, this Section 17. If Escrow Agent no funds will be disbursed until an Authorized Representative is unable able to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of confirm such instructions by telephone call-back to back. Agent, any one or more of Parentintermediary bank and the beneficiary’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent bank in any funds transfer may rely solely upon the identifying number of the beneficiary’s bank or any account numbers or similar identifying numbers intermediary bank included in a funds transfer instruction provided by a Party and confirmed by an Authorized Representative. Further, the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent ’s bank in the funds transfer instructions may apply any make payment on the basis of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result account number provided in a Party’s instruction and confirmed by an Authorized Representative even though it identifies a person other than different from the named beneficiary. Acquiror acknowledges that Agent is authorized to use the following funds transfer instructions to disburse any funds due to Acquiror under this Agreement without a beneficiary being paidverifying call-back: Bank Name: Bank Address: ABA number: Account name: Account number: (c) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Parties hereby agree that the Agent is not liable for such risks absent the Agent’s gross negligence or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwillful misconduct. The Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. (a) If notices, instructions (pursuant to a Joint Written Depositor Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentDepositor’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Chief Executive Officer, President, Chief Financial Officer, Chief Legal Officer or Secretary or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable. . (b) The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Parties to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Shares for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentPurchaser’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (b) The parties to this Agreement Stockholder Representatives acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Asset to the custodian account numbers or similar identifying numbers provided recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bankStockholder Representatives in writing. Purchaser acknowledges that the Escrow Agent may apply any of is authorized to deliver the Escrow Funds Asset to the address provided for notice to Purchaser or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 11, the joint instructions in the form of Annex A hereto setting forth the release of Shares, may be given to the Custodian only by confirmed facsimile and no instruction for or related to the release of Shares in the Accounts, shall be deemed delivered and effective unless the Custodian actually shall have received such instruction by facsimile at the number provided to the Company, Seller and DeGroote by the Custodian in accordance with Section 11 and as further evidenced by a confirmed transmittal to that number. (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(sa) as designated on Schedule A hereto, Escrow Agent The Custodian is authorized, but not required, authorized to seek prompt confirmation of such communications the joint instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and Escrow Agent the Custodian may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17the Custodian. If Escrow Agent the Custodian is unable to contact any such designated personof the authorized representatives identified in Schedule 1, Escrow Agent the Custodian is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive Officer”)more, as the case may be, who of each of the Company’s and Seller’s executive officers (“Executive Officers”), which shall include individuals holding the titles of ___________ President, Chief Financial Officer or more senior thereto, Treasurer in the case of the Company and President in the case of Seller as Escrow Agent the Custodian may select. Such Executive Officer(s) Officer shall deliver to Escrow Agent the Custodian a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and Escrow Agent the Custodian may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement officer. (b) Company, Seller and DeGroote acknowledge and agree that the security procedures set forth above in this Section 12 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentPurchaser’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Seller acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Asset to the custodian account numbers or similar identifying numbers provided recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bankSeller in writing. Purchaser acknowledges that the Escrow Agent may apply any of is authorized to deliver the Escrow Funds Asset to the address provided for notice to Purchaser or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 11, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares or Earnout Units or any cash dividends held in the Escrow Account, including but not limited to any transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 5 of this Agreement, may be given to the Escrow Agent only by e-mail and no instruction for or related to the transfer or distribution of the Earnout Shares and the Earnout Units and any cash dividends held in the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by e-mail at the e-mail address provided to the Issuer and Falcon’s by the Escrow Agent in accordance with Section 11 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that e-mail address. (b) In the event Instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretomail, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications Instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the Authorized Signatories identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “the Chief Executive Officer, General Counsel, Chief Financial Officer, President or Executive Vice President of the Issuer and Falcon’s (collectively, the “Senior Officers”), ) as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). Senior Officer. (c) The parties to this Agreement Issuer, Falcon’s and the Earnout Participants acknowledge and agree that that, upon receipt of a Delivery Instruction, the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Earnout Shares and the Earnout Units and any cash dividends held in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any Account to be released to an Earnout Participant to the custodian account of recipient designated by such identifying number, even where its use may result Earnout Participant in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentIndemnitor’s or Indemnitee’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Vice President or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Contingent Consideration Shares, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Contingent Consideration Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Parent (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Contingent Consideration Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any recipient of the Escrow Funds for any payment order it executes using any such identifying numberContingent Consideration Shares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Earnout Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Earnout Escrow Agent is unable to contact any such designated personreach the Stockholder Representative after a reasonable amount of time, the Earnout Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of ParentPubCo’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Earnout Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Stockholder Representative. (c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Tuatara by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers (eachTuatara(collectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, Secretary, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Tuatara acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account of recipient designated by Tuatara in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentPurchaser’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Seller acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Seller in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by writing. Purchaser acknowledges that the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of is authorized to deliver the Escrow Funds Asset to the address provided for notice to Purchaser or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices(a) Notwithstanding any contrary as set forth in Section 11, any instructions (setting forth, claiming containing, objecting to or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 6 of this Agreement, maybe given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Amounts, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to Purchaser and the Representative by the Escrow Agent in accordance with Section 11 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event Escrow Accounts funds transfer instructions are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person Person or persons’ telephone number(s) as Persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person Person or persons Persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If In the event that the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2 hereto, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentPurchaser’s or the Representative’s (as applicable) executive officers (each, an “Executive OfficerAuthorized Officers”), which shall include the titles of, in the case of Purchaser, Treasurer and Vice President and Senior Legal Counsel and, in the case of the Representative, President, Vice President and Secretary, as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Authorized Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)Authorized Officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Purchaser or the parties hereto Representative to identify (i) a the beneficiary, (ii) a the beneficiary's bank, ’s bank or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds escrowed funds for any payment order it executes using any such identifying number, even where when its use may result in a person Person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. (c) Purchaser acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth in Section 12(b) above: Bank Name: Bank of America Bank Address: 00000 X Xxxxxxx Xxxxxxxxxx, Xxxxxx XX ABA Number: 000000000 Account Name: Genpact International Inc. Account Number: 000-000-0000 Swift Code: XXXXXX0X Currency: USD (d) The Representative acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Representative under this Agreement without a verifying call-back as set forth in Section 12(b) above: Bank Name: ABA Number: Account Name: Account Number: (e) The parties to this Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions shall be executed by an authorized signatory as set forth on Schedule 2 hereto.

Security Procedures. If noticesIn the event funds transfer instructions are given, instructions (pursuant to a Joint Written Direction whether in writing or otherwise)by telecopier, approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on schedule C hereto (“Schedule A heretoC”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-backdesignated. Any e-mail by PDF attachment Each funds transfer instruction shall be executed by more than one person shall be sent by each an authorized signatory. , a list of such authorized signatories is set forth on Schedule C. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of, in case of Parent’s the Buyer, executive officers (each, an “Executive OfficerOfficers”)) which shall include the titles of , as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such “Executive Officer(s) Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Parties to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds escrowed funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or a bank designated as an intermediary bank designatedbank. The parties to this Escrow Agreement acknowledge that these security procedures are commercially reasonable.

Security Procedures. If notices, 11.1 Any fund transfer instruction must be in writing and is irrevocable. Funds transfer instructions must include one of the authorized signatures of each Party set out in Part A of Schedule 1 hereto (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, “Schedule 1”) and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorizedauthorized to act upon that instruction if the actual or purported signature, regardless of how or by whom affixed, resembles the specimens set out in Schedule 1. 11.2 In the event funds transfer instructions are given, the Escrow Agent is authorized but not required, shall be under no duty to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on in Part B of Schedule A hereto1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that calldesignated. The Escrow Agent, at its discretion, may make recordings and retain such recordings of telephone conversation -back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent, and shall be effective only after the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17has had a reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Part B of Schedule 1, the Escrow Agent is hereby authorized (but not required) both shall be under no duty to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentParty A or Party B’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such “Executive Officer(s) Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. 11.3 The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Party A or Party B to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of funds in the Escrow Funds Fund for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. 11.4 If any funds transfer instruction requires payment in currency other than the currency of the Escrow Account and subject to applicable laws, the Escrow Agent may convert the Escrow Fund to the currency of that instruction at the Escrow Agent’s then prevailing rate of exchange. The Escrow Agent may deduct its fee for such conversion from the payment amount.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Issuer or the Purchasers by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated in Section 9 or on Schedule A hereto, as applicable, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Section 9 or on Schedule A hereto, as applicable, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s Issuer's or Buyer's, as applicable, executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedofficer.

Security Procedures. If noticesNotwithstanding anything to the contrary set forth in Section 12, any instructions (pursuant setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, must be in writing or set forth in a PDF attached to an email, executed by the appropriate Party or Parties in accordance with the terms of this Agreement, may be given to Escrow Agent only by confirmed facsimile or by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow Funds, or any portion thereof, shall be deemed delivered and effective unless Escrow Agent actually shall have received such instruction by facsimile or by emailed PDF at the number or email provided to the Parties by Escrow Agent in accordance with Section 12 and as further evidenced by a confirmed transmittal to that number or email address and Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow Agent shall not be liable to any Party or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Funds if delivered to any other fax number or email address including but not limited to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, valid email address of any employee of Escrow Agent. (a) In the event funds transfer instructions are so received by Escrow Agent by e-mail at its e-mail account(s) facsimile or emailed PDF, which has been executed by the appropriate Party or Parties as evidenced by the signature of the person or persons executing this Agreement or one of their designated on persons set forth in Schedule A heretoB (each an “Authorized Representative”), Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on such Schedule A B hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-backan Authorized Representative. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The A Party may change its respective persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent. Escrow Agent, any intermediary bank and the beneficiary’s bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank included in the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the beneficiary’s designated bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative, even though it identifies a person different from the named beneficiary. No funds will be disbursed until an Authorized Representative is able to confirm such instructions by telephone callback. (b) Buyer acknowledges that Escrow Agent and delivered is authorized to use the following funds transfer instructions to disburse any funds due to Buyer under this Agreement without a verifying call-back as set forth in Section 25(a) above: Buyer’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: Unless the Seller has assigned its rights under this Agreement in accordance with Section 16 above and, if applicable, this Section 17. If 14 Seller acknowledges that Escrow Agent is unable authorized to contact use the following funds transfer instructions to disburse any such designated person, Escrow Agent is hereby authorized (but not required) both funds due to receive written instructions from and seek confirmation of such instructions by telephone Seller under this Agreement without a verifying call-back as set forth in Section 25(a) above: Seller’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: (c) In addition to any their respective funds transfer instructions as set forth in Section 25(b) above, the Parties acknowledge that repetitive funds transfer instructions may be given to Escrow Agent for one or more beneficiaries where only the date of Parent’s executive officers the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (each, an “Executive OfficerStanding Settlement Instructions”). Accordingly, as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Parties shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestsuch specific Standing Settlement Instructions only for each respective beneficiary, and by facsimile in accordance with this Section 25. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and the confirmation Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of anyone purporting to be any the Parties, without requiring a verifying callback, whether or not authorized, if such Executive Officer(s)Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. The parties to this Agreement Furthermore, the Parties acknowledge and agree that the security procedures set forth above in this Section 25 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Adjustment Escrow Shares or the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Adjustment Escrow Shares or the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personreach the Stockholder Representative after a reasonable amount of time, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Stockholder Representative. (c) Notwithstanding anything to the contrary herein, the Escrow Agent shall only deliver or distribute the Adjustment Escrow Shares and the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices10.1 In the event funds transfer instructions are given (other than in writing at the time of execution of this Escrow Agreement), instructions (pursuant to a Joint Written Direction whether in writing, by facsimile or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on schedule 1 hereto (“Schedule A hereto1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentDesignated Monitor’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior thereto____________, as the Escrow Agent may select. Such “Executive Officer(s) Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Designated Monitor to identify (ia) a the beneficiary, (iib) a the beneficiary's ’s bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds escrowed funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. The Parties acknowledge that these security procedures are commercially reasonable. 10.2 The Designated Monitor acknowledges that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Designated Monitor shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Exhibit A to this Escrow Agreement, by facsimile or other written instruction. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. Escrow Agent and Designated Monitor agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of Designated Monitor, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. The Designated Monitor acknowledges that such Standing Settlement Instructions are a security procedure and are commercially reasonable.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Assets, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, email address. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s Purchaser's executive officers officers, (each, an “"Executive Officer”Officers"), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Seller Representative acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by Seller Representative in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by writing. Purchaser acknowledges that the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of is authorized to deliver the Escrow Funds for Assets to the account or recipient designated by Purchaser in writing or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares or any cash dividends held in the Escrow Account, including but not limited to any transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by e-mail and no instruction for or related to the transfer or distribution of the Earnout Shares and any cash dividends held in the Escrow Account, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by e-mail at the e-mail address provided to Parent by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that e-mail address. (b) In the event Instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretomail, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications Instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the Authorized Signatories identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “the Chief Executive Officer, General Counsel, Chief Financial Officer, President or Executive Vice President of Parent (collectively, the “Senior Officers”), ) as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that Senior Officer. (c) Parent acknowledges that, upon receipt of a Delivery Instruction, the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Earnout Shares and any cash dividends held in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any Account to be released to an Company Earnout Holder to the custodian account of recipient designated by such identifying number, even where its use may result Company Earnout Holder in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 10, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Fund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentSeller or Buyer’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Seller or Buyer to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Fund for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. (b) Seller acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller under this Agreement without a verifying call-back as set forth in Section 11(a) above: Seller’s Bank account information: Buyer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Buyer under this Agreement without a verifying call-back as set forth in Section 11(a) above: Buyer’s Bank account information: (c) The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (pursuant setting forth, claiming, containing, objecting to, or in any way related to a the transfer or distribution of funds, including but not limited to the Joint Written Direction Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or otherwise)email and no instruction for or related to the transfer or distribution of the Fund, approvalsor any portion thereof, consents, requests, shall be deemed delivered and other communications, effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number (or email at the email address) provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile or email, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s the Parties’ respective executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(i) Notwithstanding anything to the contrary, any instructions in any way related to the transfer or distribution of the Escrow Funds must, in order to be deemed delivered and effective, be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (pursuant to a Joint Written Direction or otherwiseeach an “Authorized Representative”), approvals, consents, requests, and other communications, are received delivered to Escrow Agent only by facsimile (as evidenced by a confirmed transmittal to the applicable Party’s or Parties’ transmitting fax number) or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 9(g) or through an online platform offered by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Agent’s escrow services business. Escrow Agent is authorized, but shall not required, be liable to seek prompt confirmation of such communications by telephone call-back any Party or other person for refraining from acting upon any instruction for or related to the sending person transfer or persons’ telephone number(s) as designated on Schedule A hereto, and distribution of the Escrow Funds that does not satisfy the requirements herein. Escrow Agent may rely and act upon the confirmation of anyone purporting to be the person or persons so designated an Authorized Representative in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive connection with any of Escrow Agent’s verifying call-backs as designated or email confirmations. Notwithstanding anything to the contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or distribute the Escrow Funds until Escrow Agent has completed its security procedures. (ii) Each Party authorizes Escrow Agent to use the funds transfer instructions (“Standing Instructions”) specified for it in Schedule A 3 attached hereto (as may be supplemented from time to time as described below) to disburse any funds due to such Party, without a verifying call-back or email confirmation as set forth below. (iii) If any funds transfer instructions other than Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement, Escrow Agent may confirm such funds transfer instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties and thereafter, such funds transfer instructions shall also be considered the applicable Party’s Standing Instructions hereunder. To the extent a call-back or email confirmation is undertaken, no funds will be disbursed until such confirmation occurs. If multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (iv) The persons designated as Authorized Representatives and telephone numbers and email addresses for same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17via facsimile or as a PDF attached to an email or through an online platform offered by Exxxxx Agent’s escrow services business. If Escrow Agent is unable to contact may confirm any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions change in Authorized Representatives by a telephone call-back or email confirmation according to any one or more of Parent’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as its security procedures. Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agentand other financial institutions, including any intermediary bank and the beneficiary’s requestbank, and Escrow Agent may rely upon the confirmation identifying number of anyone purporting the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name. It is understood that the purpose of Escrow Agent’s security procedures is to be any such Executive Officer(s). verify the authenticity of, and not to detect errors in, instructions. (v) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section are commercially reasonable. Escrow Agent . (vi) Notwithstanding anything to the contrary contained in any funds this Agreement, in the event that an electronic signature is affixed to an instruction issued hereunder to disburse or transfer funds, such instruction may rely solely upon any account numbers be confirmed by a verifying call-back (or similar identifying numbers provided by the parties hereto email confirmation) to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedAuthorized Representative.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 12 above and, if applicable, this Section 1713. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentIssuer’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Earnout Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Earnout Escrow Agent is unable to contact any such designated personreach the Holder Representative after a reasonable amount of time, the Earnout Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of ParentPubCo’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Holder Representative. (c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of Escrow Property, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Purchaser CEO Representative, the Purchaser and the Seller Representative by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 1, the Escrow Agent shall not take any action on such designated person, instructions until the Escrow Agent is hereby able to contact the authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive Officer”representative(s), as unless the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver is obligated to Escrow Agent act pursuant to an order or other instruction from a fully executed incumbency certificate upon Escrow Agent’s requestgovernmental, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers judicial or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedregulatory body.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, are received by email address. Any notice sent to Escrow Agent by Purchaser, on one hand, or Sellers’ Representative, on the other hand, shall be sent simultaneously to the other party. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, required and authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 3 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof Purchaser’s authorized representatives identified in Schedule 3, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Purchaser (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, Chief Financial Officer, Chief Operating Officer, and Chief Administrative Officer, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedofficer.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentBuyer’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Each Seller acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Sellers’ Representative in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by writing. Buyer acknowledges that the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of is authorized to deliver the Escrow Funds Asset to the address provided for notice to Buyer or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares and any Earnings thereon, including but not limited to any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares and any Earnings thereon, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and/or Company Stockholder Representative, as the case may be, by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives of the Company identified on Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Company (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (c) Each party hereto acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in is authorized to deliver the Escrow Shares and any funds transfer may rely solely upon any Earnings thereon to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of recipient of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Assets, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentRemark’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Stockholder Representatives acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Assets to the custodian account numbers or similar identifying numbers provided recipient designated by the parties hereto to identify Stockholder Representatives in writing. (id) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Remark acknowledges that the Escrow Agent may apply any of is authorized to deliver the Escrow Funds Assets to the address provided for notice to Remark or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentPurchaser’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Sellers’ Representative acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Asset to the custodian account numbers or similar identifying numbers provided recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bankSellers’ Representative in written. Purchaser acknowledges that the Escrow Agent may apply any of is authorized to deliver the Escrow Funds Asset to the address provided for notice to Purchaser or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section IX hereof, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section III hereof, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parent and the Parent Stockholder Representatives by the Escrow Agent in accordance with Section IX hereof and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A hereto1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1 hereof, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Parent (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may selectbe designated in Schedule 1 hereof. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement acknowledge Parent and agree the Parent Stockholder Representatives acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Thunder Power Shareholders in any funds transfer may rely solely upon any account numbers or similar identifying numbers writing, provided that such delivery shall be endorsed in writing by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of Parent and the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedParent Stockholder Representatives.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in this Agreement, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Earnout Shares, including but not limited to any such instructions that may otherwise be set forth in a Release Notice or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earnout Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a Joint Written Direction confirmed transmittal to that number or otherwise), approvals, consents, requests, and other communications, e-mail address. (b) In the event transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic submission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Earnout Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Earnout Escrow Agent is unable to contact any such designated personreach the Stockholder Representative after a reasonable amount of time, the Earnout Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of ParentPubCo’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer as confirmation on behalf of the Stockholder Representative. (c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to a Joint Written Direction or otherwise)Section 5 of this Agreement, approvals, consents, requests, and other communications, are received by may be given to the Escrow Agent only by e-mail at its e-mail account(s) as designated on Schedule A heretomail, confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow Funds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent is authorizedactually shall have received such instruction in writing by mail, but not requiredfacsimile or email at the address, to seek prompt confirmation of such communications by telephone call-back number or email, respectively, provided to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Parties by the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 above and9. (b) In the event funds transfer instructions are given (other than in writing at the time of the execution of this Agreement), if applicablewhether in writing, this Section 17. If by facsimile or otherwise, the Escrow Agent is unable authorized to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more the individual(s) designated on the Incumbency Certificates which have been provided by each of Parent’s executive officers the Representative and Parent to the Escrow Agent (each, an the “Executive OfficerIncumbency Certificates”), as and the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation confirmations of anyone purporting to be the individual(s) so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such signatories is set forth on Incumbency Certificates. The individuals and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent. Each of the Representative and Parent agree to promptly provide the Escrow Agent with a replacement Incumbency Certificate and any necessary due diligence documentation requested by the Escrow Agent naming a replacement authorized signatory or replacement authorized individual for call-backs, as applicable, if at any time any authorized signatory or authorized individual for call-backs contained in its Incumbency Certificate is no longer authorized on behalf of such Executive Officer(s)Party. The parties to this Agreement acknowledge and agree that the such security procedures set forth above are procedure is commercially reasonable. It is understood that the Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties any party hereto to identify (i) a the beneficiary, (ii) a the beneficiary's bank, ’s bank or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 12 above and, if applicable, this Section 1713. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s the executive officers of Buyer and Seller (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 17, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to a Joint Written Direction or otherwise)Section 5 of this Agreement, approvals, consents, requests, and other communications, are received by may be given to the Escrow Agent only by e-mail confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrowed Funds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at its e-mail account(s) the number provided to the Parties by the Escrow Agent in accordance with Section 17 and as designated on Schedule A heretofurther evidenced by a confirmed transmittal to that number. In the event funds transfer instructions are given, whether in writing or by facsimile, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A heretoII hereto (“Schedule II”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-backdesignated. Any e-mail by PDF attachment Each funds transfer instruction shall be executed by more than one person shall be sent by each an authorized signatory, a list of such authorized signatories is set forth on Schedule II. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Schedule II, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company or the Stockholder Representative’s executive officers (each, an the “Executive OfficerOfficers”), which shall include, in the case of Stockholder Representative, those persons with the titles of General Counsel or Chief Financial Officer and, in the case of the Company, those persons with the titles of General Counsel or Chief Financial Officer, in each case, as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company or the Stockholder Representative to identify (ia) a the beneficiary, (iib) a the beneficiary's ’s bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Escrowed Funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. The Company and the Stockholder Representative acknowledge that these security procedures are commercially reasonable. (b) The Company acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Company’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: Stockholder Representative acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Stockholder Representative under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Stockholder Representative’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: The Parties acknowledge that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Paying Agent under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Paying Agent’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: (c) In addition to the Paying Agent’s and their respective funds transfer instructions as set forth in Section 24(b) above, the Company or the Stockholder Representative acknowledges that repetitive funds transfer instructions may be given to the Escrow Agent for one or more beneficiaries where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Company or the Stockholder Representative shall deliver to Escrow Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule II, by facsimile in accordance with Section 24. The Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Escrow Agent and the Company or the Stockholder Representative agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Company or the Stockholder Representative, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (d) The Parties acknowledge that the security procedures set forth in this Section 24 are commercially reasonable.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule S chedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule S chedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 12 above and, if applicable, this Section 1713. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentIssuer’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Assets for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 15 above and, if applicable, this Section 1716. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentDepositor’s or Recipient’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ or more senior theretoChief Executive Officer, as Escrow Agent may selectPresident, Chief Financial Officer. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds Property for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 8, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including, but not limited to, any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) (with a Joint Written Direction copy to the other Party) and no instruction for or otherwise)related to the transfer or distribution of the Escrow Fund, approvalsor any portion thereof, consents, requests, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other communications, electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, hereby authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe relevant Party’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ Chairman, Chief Executive Officer, Executive Vice President, Chief Financial Officer, or more senior theretoPrincipal Accounting Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree Seller acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized to deliver the Escrow Fund to the custodian account or recipient designated by Seller in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by writing. Buyer acknowledges that the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of is authorized to deliver the Escrow Funds Fund to the address provided for notice to Buyer or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. (a) If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and or other communications, communications in any way related to the transfer or distribution of the Escrow Funds are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretoset forth in Section 14, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person Authorized Representative or personsAuthorized Representatives’ telephone number(s) as designated on set forth in Schedule A heretoB, and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatoryAuthorized Representative. The persons designated as Authorized Representatives in Schedule B hereto and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing executed by Authorized Representatives or other duly authorized officer of the applicable Party and actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If Escrow Agent is unable to contact any such designated personAuthorized Representative, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentSeller’s or Buyer’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Chief Executive Officer, Chief Financial Officer, General Counsel and Vice President or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above are commercially reasonable. . (b) Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by a Party or the parties hereto Parties and confirmed by an Authorized Representative to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it Escrow Agent executes using any such identifying number, even where its Escrow Agent’s use may result in a person Person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Sphere by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive the senior officers of Sphere (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Sphere acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Asset to the custodian account or recipient designated by Sphere in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above 1 5 hereof and, if applicable, this Section 171 6 . If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or the Dealer Manager’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Manager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, or in each case more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. (a) If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 14 above and, if applicable, this Section 1715. If the Escrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentDepositor’s or Recipient’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Chief Financial Officer, General Counsel or more senior thereto, or any person authorized by the Chief Financial Officer or General Counsel, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable. . (b) The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Parties to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds Shares for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 15 above and, if applicable, this Section 1716. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or the Underwriter’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of ___________ Vice President or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties Parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company to identify (i) a beneficiary, (ii) a beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's ’s bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including any Joint Written Instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Parent and the Company Representative by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Parent (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided by the parties hereto to identify (i) of a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any receipt of the Escrow Funds for any payment order it executes using any such identifying numberShares, even where its use may result as designated in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedJoint Written Instruction.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 16, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 6, may be given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at the number provided to the Parties by the Escrow Agent in accordance with this Section 17 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A heretofacsimile, the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person authorized individual or persons’ telephone number(s) as designated individuals on Schedule A hereto1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person authorized individual or persons individuals so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons authorized individuals and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized individual or individuals identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentBuyer and/or Seller’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer or more senior theretosimilar other titles, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Seller or Buyer to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where when its use may result in a person Person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated, provided that such payment is not the result of the Escrow Agent’s or any of its Affiliates’ criminal acts, fraud, gross negligence, bad faith or willful misconduct. (c) Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Seller in writing. (d) Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Buyer Claim Notice. (e) The Parties and the Escrow Agent acknowledge that the security procedures set forth in this Section 17 are commercially reasonable.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 11, the joint instructions in the form of Annex A hereto setting forth the release of Shares, may be given to the Custodian only by confirmed facsimile and no instruction for or related to the release of Shares in the Accounts, shall be deemed delivered and effective unless the Custodian actually shall have received such instruction by facsimile at the number provided to the Company, Seller and DeGroote by the Custodian in accordance with Section 11 and as further evidenced by a confirmed transmittal to that number. (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, are received by Escrow Agent by e-mail at its e-mail account(sa) as designated on Schedule A hereto, Escrow Agent The Custodian is authorized, but not required, authorized to seek prompt confirmation of such communications the joint instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and Escrow Agent the Custodian may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17the Custodian. If Escrow Agent the Custodian is unable to contact any such designated personof the authorized representatives identified in Schedule 1, Escrow Agent the Custodian is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers (each, an “Executive Officer”)more, as the case may be, who of each of the Company’s and Seller’s executive officers ("Executive Officers"), which shall include individuals holding the titles of ___________ President, Chief Financial Officer or more senior thereto, Treasurer in the case of the Company and President in the case of Seller as Escrow Agent the Custodian may select. Such Executive Officer(s) Officer shall deliver to Escrow Agent the Custodian a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and Escrow Agent the Custodian may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement officer. (b) Company, Seller and DeGroote acknowledge and agree that the security procedures set forth above in this Section 12 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 11, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 11 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (a) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentBuyer’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree officer. (b) Sellers acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrowed Shares to the custodian account numbers or similar identifying numbers provided recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bankSellers in writing. Buyer acknowledges that the Escrow Agent may apply is authorized to deliver the Escrowed Shares to the address provided for notice to Buyer or any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaims Notice.

Security Procedures. If notices, 11.1 Any fund transfer instruction must be in writing and is irrevocable. Funds transfer instructions must include one of the authorized signatures of relevant Party set out in Part A of Schedule 1 hereto (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, “Schedule 1”) and other communications, are received by Escrow Agent by e-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorizedauthorized to act upon that instruction if the actual or purported signature, regardless of how or by whom affixed, resembles the specimens set out in Schedule 1. (a) In the event funds transfer instructions are given, the Escrow Agent is authorized but not required, shall be under no duty to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on in Part B of Schedule A hereto1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that calldesignated. The Escrow Agent, at its discretion, may make recordings and retain such recordings of telephone conversation -back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatory. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent, and shall be effective only after the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17has had a reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Part B of Schedule 1, the Escrow Agent is hereby authorized (but not required) both shall be under no duty to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of ParentParty A or Party B’s executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such “Executive Officer(s) Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(sofficer. (b) Additionally, the Parties acknowledge that repetitive funds transfer instructions have been given to the Escrow Agent where only the date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). The parties to this Agreement acknowledge Such Standing Settlement Instructions are set forth in Schedule 1. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for the Parties. Escrow Agent and the Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Parties, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for the Parties. The Parties acknowledge that such Standing Settlement Instructions are a security procedures set forth above procedure and are commercially reasonable. . 11.3 The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Party A or Party B to identify (i) a the beneficiary, (ii) a the beneficiary's ’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of funds in the Escrow Funds Fund for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. 11.4 If any funds transfer instruction requires payment in currency other than the currency of the Escrow Account and subject to applicable laws, the Escrow Agent may convert the Escrow Fund to the currency of that instruction at the Escrow Agent’s then prevailing rate of exchange. The Escrow Agent may deduct its fee for such conversion from the payment amount.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, containing, or in any way related to the transfer or distribution of funds, including but not limited to any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to a Joint Written Direction or otherwise)Section 4 of this Agreement, approvals, consents, requests, and other communications, are received by may be given to the Escrow Agent only by e-mail confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrowed Funds and Escrowed Securities, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile at its e-mail account(s) the number provided to the Parties by the Escrow Agent in accordance with Section 9 and as designated on Schedule A hereto, further evidenced by a confirmed transmittal to that number. In the event funds transfer instructions are given in writing by telecopier the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers individuals authorized to receive call-backs as designated in Schedule A hereto give and confirm any instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parentthe Company’s or Canaccord’s executive officers (each, an “Executive OfficerOfficers”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto Company or the Placement Agents to identify (ia) a the beneficiary, (iib) a the beneficiary's ’s bank, or (iiic) an intermediary bank. The Escrow Agent may apply any of the Escrow Escrowed Funds for any payment order it executes using any such identifying number, even where when its use may result in a person other than a the beneficiary being paid, or the transfer of funds to a bank other than a the beneficiary's ’s bank or an intermediary bank designated. The parties to this Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer, which shall be an individual who is designated to give funds transfer instructions as designated in Schedule 2. Company acknowledged that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Company under this Agreement without a verifying call-back as set forth above: Bank Name: Xxxxx Fargo 00000 XXXXXXXX XXXX, XXX XXXXXXX, XX 00000 Tel: 000-000-0000 ABA Number.: 000000000 For benefit of Genesis Biopharma Inc. Account Number: 3113884161

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Consideration, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address for the Escrow Agent set forth in Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Parent and Purchaser (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Consideration to the custodian account of recipient designated by Parent in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If noticesa) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address for the Escrow Agent set forth in Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Purchaser and Members’ Representative (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedofficer.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Buyer and Seller by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers Buyer and/or Seller (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement hereto acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or Shares to the transfer custodian account of funds recipient designated by Buyer and Seller pursuant to a bank other than a beneficiary's bank or an intermediary bank designatedjoint written instructions.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) (with a Joint Written Direction copy to the other Parties) and no instruction for or otherwise)related to the transfer or distribution of the Escrow Assets, approvalsor any portion thereof, consents, requests, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other communications, electronic transmission (including e-mail) at the number or e-mail address provided to the Parties by the Escrow Agent in accordance with Section 9 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one to: (i) In the case of Greenbrook or more Purchaser, the following of Parent’s Greenbrook's executive officers (each, an “"Executive Officers"): Chief Executive Officer and Chief Financial Officer”), as the case may be, who shall include individuals holding titles of ___________ or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) Officers shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, officer; and (ii) a beneficiary's bankIn the case of Sellers' Representative, or (iii) an intermediary bank. any person who has succeeded Xxxxxxxx Xxxxx as the Sellers' Representative pursuant to the Underlying Agreement, who shall provide such evidence to substantiate such succession as the Escrow Agent may apply any of reasonably require; and (c) The Sellers' Representative acknowledges that the Escrow Funds Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by the Sellers' Representative in writing. (d) Greenbrook and Purchaser acknowledge that the Escrow Agent is authorized to deliver the Escrow Assets to the address provided for notice to Greenbrook, to Greenbrok's transfer agent (in the case of Greenbrook Shares) or any payment order it executes using any such identifying number, even where its use may result address provided in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedClaim Notice.

Security Procedures. If noticesNotwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ Chief Executive Officer, General Counsel, Chief Financial Officer, President or more senior theretoExecutive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s)officer. The parties to this Agreement acknowledge and agree Parent acknowledges that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto is authorized to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of deliver the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Shares to the custodian account or recipient designated by Parent or Stockholder Representative in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 2 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided by the Escrow Agent in accordance with Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Company (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Founders acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Shares to the custodian account numbers or similar identifying numbers provided of recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Founders in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions (pursuant setting forth, claiming, containing, objecting to, or in any way related to a the transfer or distribution of funds, including but not limited to the Joint Written Direction Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or otherwise)email and no instruction for or related to the transfer or distribution of the Fund, approvalsor any portion thereof, consents, requests, shall be deemed delivered and other communications, effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by e-mail at its e-mail account(s) as facsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call‑back to the person or persons designated on Schedule A hereto, Escrow Agent is authorized, but not required, to seek prompt confirmation of such communications by telephone call-back to the sending person or persons’ telephone number(s) as designated on Schedule A 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive call-backs as designated in Schedule A hereto for call‑backs may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back call‑back to any one or more of Parent’s the Parties’ respective executive officers officers, (each, an “Executive OfficerOfficers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoPresident, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer(s) Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above in this Section 11 are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices(a) Notwithstanding anything to the contrary as set forth in Section 9, any instructions (setting forth, claiming, containing, objecting to, or in any way related to the transfer distribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Consideration, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address for the Escrow Agent set forth in Section 9 and as further evidenced by a Joint Written Direction or otherwise), approvals, consents, requests, and other communications, confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail at its e-mail account(s) as designated on Schedule A heretomail), the Escrow Agent is authorized, but not required, authorized to seek prompt confirmation of such communications instructions by telephone call-back to the sending person or persons’ telephone number(s) as persons designated on Schedule A 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated in that call-back. Any e-mail by PDF attachment executed by more than one person shall be sent by each signatorydesignated. The persons and their telephone numbers authorized to receive for call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Escrow Agent and delivered in accordance with Section 16 above and, if applicable, this Section 17Agent. If the Escrow Agent is unable to contact any such designated personof the authorized representatives identified on Schedule 1, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent’s executive officers the Guarantors (eachcollectively, an the “Executive OfficerSenior Officers”), as the case may be, who which shall include individuals holding the titles of ___________ or more senior theretoChief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Officer(s) Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s requestcertificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). officer. (c) The parties to this Agreement Parties acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent in any funds transfer may rely solely upon any is authorized to deliver the Escrow Consideration to the custodian account numbers or similar identifying numbers provided of recipient designated by the parties hereto to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Agent may apply any of the Escrow Funds for any payment order it executes using any such identifying number, even where its use may result Guarantors in a person other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designatedwriting.