Common use of Security Procedures Clause in Contracts

Security Procedures. (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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 16 above and, if applicable, this Section 17. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the CompanyParent’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer___________ or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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. (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 fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in 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 AccountShares, 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 confirmed transmittal to that number. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or [ ] for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 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) Notwithstanding anything to the contrary as set forth in Section 1011, any joint instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described in any Instruction required pursuant to Section 4 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 Instruction for or related to the transfer or distribution of the Escrow AccountEscrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction Instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Company Voyager Stockholders’ Representative by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds joint transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to each of the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any each of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of each of ▇▇▇▇▇ ▇▇▇▇▇▇ and Spinco and by an authorized representative of the Company’s executive officersVoyager Stockholders’ Representative (collectively, (the “Executive OfficersDesignated Persons”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Officer Designated Person shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate of its authority to confirm such instructions, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient jointly designated by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this AgreementIII hereof, may be given to the Escrow Agent only by confirmed facsimile electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow AccountAsset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile electronic transmission (including e-mail) at the number or e-mail address provided to the Company Escrow Parties by the Escrow Agent in accordance with Section 10 IX hereof 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 facsimileelectronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersEscrow Parties (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company Escrow Parties acknowledges that the security procedures Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient designated by any recipient in writing, provided that such delivery shall be endorsed in writing by ▇▇▇▇. (d) The Parties understand that the Escrow Agent’s inability to receive or confirm funds transfer instructions may result in a delay in accomplishing such funds transfer, and agree that the Escrow Agent shall not be liable for any loss caused by any such delay. (e) The Parties certify that the names, titles, telephone numbers, email addresses and specimen signatures set forth in this Section 11 Schedule 1 are commercially reasonablepersons authorized to provide direction and initiate or confirm transactions.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Written Direction, any instructions setting forth, claiming, containing, objecting toVoting Direction, or in any way related to the transfer or distribution of fundsotherwise), including but not limited to the Written Instructions described in Section 4 of this Agreementapprovals, may be given to the Escrow Agent only by confirmed facsimile consents, requests, and no instruction for or related to the transfer or distribution of the Escrow Accountother communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 heretoA, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for authorized to receive call-backs as designated in Schedule A may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 13 above and, if applicable, this Section 14. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Companyapplicable Party’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentGeneral Counsel, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 (a) a beneficiary, (b) a beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow 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. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Management Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer 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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 parties by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, , which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized to will seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Placement Agent’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 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) 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 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 Escrow Accountapplicable 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 Company 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 facsimilefacsimile 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 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyStockholders’ Representative’s or Parent’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Stockholders’ Representative or Parent to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. (c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Bank or Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Bank and Escrow Agent is authorized are authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Bank and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Bank and Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Placement Agent’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerPresident or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Bank and Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Bank and 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) 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 Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Company 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 facsimilefacsimile 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 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 parties by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Indemnified Party Representative (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersPurchaser (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (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 fundsthe Escrow Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in 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 AccountShares, 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 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any reach the Holder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanySponsor’s or PubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer 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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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 to, the transfer or distribution of funds, including including, but not limited to, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement4, may must be given to the Escrow Agent only by confirmed facsimile facsimile, and no instruction for for, or related to to, the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall will be deemed delivered and effective unless the Escrow Agent actually shall have has received such instruction by facsimile at the number provided to the Company by the Escrow Agent in accordance with Section 10 10, and as further evidenced by a confirmed transmittal to that number. (b) number received by the sender. In the event that funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to must seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoC, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2C, the Escrow Agent is hereby authorized 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 the CompanyBuyer’s or the Sellers’ Representative’s, as applicable, executive officers, (the “Executive Officers”), as the case may be, which shall will include the titles any officer with a title of President, Chief Executive OfficerManaging Director, ControllerVice President, General Counsel and Chief Financial OfficerCounsel, as the Escrow Agent may selectSecretary, or Treasurer. Such Executive Officer shall will deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Executive Officer. 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 Buyer or the Sellers’ Representative, as applicable, to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company Escrow Agent may apply any of the Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’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. (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 Client acknowledges that it has been fully informed of the Escrow Account, risks associated with the various methods of communication for transmitting Authorized Instructions to Custodian. Custodian has recommended that Client transmit Authorized Instructions to Custodian using one or any portion thereof, more specified methods of communication and has recommended a type of Security Procedure for each such method. Client hereby agrees that the Security Procedures selected by it shall be deemed delivered and effective unless the Escrow Agent actually shall have received commercially reasonable even if such instruction Security Procedures offer less protection than those recommended by facsimile at the number provided Custodian. If Client elects to the Company by the Escrow Agent in accordance with Section 10 and as further evidenced transmit Authorized Instructions to Custodian by a confirmed transmittal method of communication for which no Security Procedure has been agreed, Client agrees to be bound by any such Authorized Instruction that number. Custodian believes in good faith to have been given by an Authorized Person. Client shall (bi) In not disclose, or permit any Authorized Person to disclose, except on a "need to know" basis, any aspects of any Security Procedure, (ii) notify Custodian immediately if the confidentiality of any Security Procedure is compromised and (iii) act to prevent the Security Procedures from being further compromised. Client and Custodian have entered into a separate agreement concerning Authorized Instructions which constitute "payment orders" under Article 4A of the Uniform Commercial Code (the Article 4A Agreement"). With respect to such Authorized Instructions, this Agreement and the Article 4A Agreement shall be construed cumulatively, but in the event funds transfer instructions are so received by the Escrow Agent by facsimileof any conflict or inconsistency between them, the Escrow Agent is authorized terms of the Article 4A Agreement shall control. With respect to seek confirmation of such instructions Authorized Instructions communicated orally to Custodian, (i) Custodian shall be entitled to rely thereon if Custodian reasonable believes they are communicated by telephone call-back to an Authorized Person, (ii) Custodian may in its discretion tape record the person communication, (iii) Client shall confirm the same through a written or persons designated on Schedule 2 heretoelectronic Authorized Instruction by no later than the next business day, and (iv) Custodian shall not be responsible hereunder for actions taken or omitted reasonably and in good faith based on any oral communication prior to receipt of and a reasonable time to act on the Escrow Agent may rely upon the confirmation of anyone purporting to be the person written or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerelectronic confirming Authorized Instruction. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsEscrow Shares, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may must be given to the Escrow Agent only 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 AccountShares, 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 the number or e-mail address provided to the Company Parent or LPHL by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or Qualified E-Mail, the Escrow Agent is authorized to shall seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized 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 LPHL (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 Company SPAC Representative by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Pubco and the Company’s executive officersSPAC Representative (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company Each of Pubco and the SPAC Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient jointly designated by Pubco and the SPAC in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 to_____________ by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of officers of___________ (collectively, the Company’s executive officers, (“Executive "Senior Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by_____________ in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 Purchaser and the Stockholder Representative by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more [officers of the Company’s executive officersPurchaser (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. .] Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Annex III hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex III, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s your executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and President or Chief Financial Officer, Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Party A or Party B to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 by ▇▇▇▇ the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company . Parent acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Parent or Stockholder Representative in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAssets, 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 Parties by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyRemark’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by the Stockholder Representatives in writing. (d) Remark acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Assets to the address provided for notice to Remark or any address provided in this Section 11 are commercially reasonablea Claims Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 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 AccountAssets, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or email address. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Purchaser's executive officers, (“"Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Seller Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by Seller Representative in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Assets to the account or recipient designated by Purchaser in writing or any address provided in a Claims Notice.

Security Procedures. (a) Notwithstanding anything Each of Purchaser and Seller shall each deliver to Escrow Agent a fully executed incumbency certificate naming the officers who have the authority to execute and amend this Agreement. Exhibit B-Authorized Representatives for Disbursements names the authorized representatives who are authorized to provide disbursement instructions with respect to the contrary as set forth in Section 10Escrowed Funds, 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 and Escrow Agent only by confirmed facsimile and no instruction for may rely upon the confirmation of anyone purporting to be any such officer 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. (b) authorized representative. In the event funds transfer instructions are so received by the Escrow Agent given, whether in writing or by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to one or more of the person or persons designated on Schedule 2 heretoin Exhibit B-Authorized Representatives for Disbursements who is different from the person who gave the transfer instruction, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2identified, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, or Seller’s (“Executive Officers”), as the case may be, applicable) authorized officers as prescribed on Purchaser’s banking resolutions which shall include the titles of Presidenttreasurer or assistant treasurer for Purchaser. 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 to identify (i) the beneficiary, Chief Executive Officer(ii) the beneficiary’s bank, Controller, General Counsel and Chief Financial Officer, as the or (iii) an intermediary bank. Escrow Agent may select. Such Executive Officer shall deliver to apply any of the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be escrowed funds for any payment order it executes using any such officer. (c) The Company acknowledges identifying number in a manner consistent with the written instructions from Purchaser. Purchaser and Seller each acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.. Unless the Escrow Agent is otherwise instructed in writing by Seller, 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 above in this Section 13: Seller’s bank account information: Bank Name: [ ] Bank Address: [ ] ABA Number: [ ] Account Name: [ ] Account #: [ ] Reference: [ ] Unless the Escrow Agent is otherwise instructed in writing by Purchaser, 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 above in this Section 13: Purchaser’s bank account information: Bank Name: [ ] Bank Address: [ ] ABA Number: [ ] Account Name: [ ] Account #: [ ] Reference: [ ]

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the issuance of Allocated Company Management Members Earn Out Shares or the transfer or distribution of fundsthe Earn Out Shares, including including, but not limited to to, any such instructions that may otherwise be set forth in a Release Notice, the Written Instructions joint written notice described in Section 2(c), or other written notice, document, instruction or request permitted pursuant to Section 4 of this Agreement, may be given to the Earn Out Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the issuance of Allocated Company Management Members Earn Out Shares or transfer or distribution of the Escrow AccountEarn Out Shares, or any portion thereof, shall be deemed delivered and effective unless the Earn Out 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 Parties by the Earn Out Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds issuance, transfer or distribution instructions are so received by the Earn Out Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earn Out Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earn Out Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earn Out Escrow Agent. If the Earn Out Escrow Agent is unable to contact any reach a Party after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earn Out Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the Companysuch Party’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earn Out Escrow Agent may select. Such Executive Officer shall deliver to the Earn Out Escrow Agent a fully executed incumbency certificate, and the Earn Out Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of such Party. (c) Notwithstanding anything to the contrary herein, the Earn Out Escrow Agent shall only deliver or distribute the Earn Out Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. Notwithstanding anything to the contrary herein, the Earn Out Escrow Agent shall only issue Allocated Company Management Members Earn Out Shares upon receipt of and in accordance with the delivery instructions set forth in the joint written notice described in Section 2(c). (d) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10, any Any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Payment Account, including but not limited to must be in writing or set forth in PDF, executed by the Written Instructions described 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 (each an “Authorized Representative”). Except as provided in Section 4 of this Agreement6 above, may be given to the Escrow Agent only by confirmed facsimile and no instruction from a Party for or related to the transfer or distribution of the Escrow Account, or any portion thereof, Merger Consideration shall be deemed delivered and effective unless the Escrow it shall be in writing executed by an Authorized Representative, and Agent actually shall have received such instruction it on a Business Day by facsimile or as a PDF attached to an email only at the fax number provided to or email address set forth in Section 19 (or for the Company by the Escrow Agent Holders List, as set forth in accordance with Section 10 4), and as further evidenced by a confirmed transmittal to that numbera Party’s transmitting fax number or email 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 person 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, including, but not limited to, a valid email address of any employee of Agent. (b) In the event funds transfer instructions are so received by set forth in a permitted instruction from a Party or the Escrow Agent by facsimileParties, the Escrow Agent is authorized to seek confirmation of such funds transfer instructions by a single telephone call-back to one of the person or persons designated on Schedule 2 heretoAuthorized Representatives, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designatedthat Authorized Representative. The persons and telephone numbers designated for call-backs may be changed only in a writing executed by Authorized Representatives and actually received and acknowledged by the Escrow AgentAgent via facsimile or as a PDF attached to an email. If the Escrow Agent Except as set forth in Section 6 above, no funds will be disbursed until an Authorized Representative is unable able to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized 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 the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, intermediary bank and the Escrow Agent beneficiary’s bank in any funds transfer may rely upon the confirmation identifying number of anyone purporting the beneficiary’s bank or any intermediary bank included in a funds transfer instruction provided by a Party and confirmed by an Authorized Representative. Further, the beneficiary’s bank in the funds transfer instructions may make payment on the basis of the account number provided in a Party’s instruction and confirmed by an Authorized Representative even though it identifies a person different from the named beneficiary. Acquiror acknowledges that Agent is authorized to be use the following funds transfer instructions to disburse any such officer.funds due to Acquiror under this Agreement without a verifying call-back: Bank Name: Bank Address: ABA number: Account name: Account number: (c) The Company acknowledges 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 willful misconduct. The Parties acknowledge that these security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10a Depositor Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the CompanyDepositor’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officer, Chief Legal Officer or Secretary or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges Parties hereby acknowledge and agree that the security procedures set forth in this Section 11 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 to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Sellers’ Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Sellers’ Representative in this Section 11 are commercially reasonablewritten. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10IX hereof, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this AgreementIII 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 AccountAsset, 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 Parent and the Parent Stockholder Representatives by the Escrow Agent in accordance with Section 10 IX hereof 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereof, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersParent (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company Parent and the Parent Stockholder Representatives acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Thunder Power Shareholders in this Section 11 are commercially reasonablewriting, provided that such delivery shall be endorsed in writing by the Parent and the Parent Stockholder Representatives.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 4 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 AccountConsideration, 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 provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent and Purchaser (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Parties acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Consideration to the custodian account of recipient designated by Parent in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the CompanyDepositor’s or Recipient’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Financial Officer, Controller, General Counsel and or more senior thereto, or any person authorized by the Chief Financial OfficerOfficer or General Counsel, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges Parties hereby acknowledge and agree that the security procedures set forth in this Section 11 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 to identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow 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. (a) Notwithstanding anything to the contrary as set forth in Section 1012, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited must be in writing or set forth in a PDF attached to an email, executed by the Written Instructions described appropriate Party or Parties in Section 4 accordance with the terms of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow AccountFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or by emailed PDF at the number or email provided to the Company Parties by the Escrow Agent in accordance with Section 10 12 and as further evidenced by a confirmed transmittal to that numbernumber 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 valid email address of any employee of Escrow Agent. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile 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 persons set forth in Schedule B (each an “Authorized Representative”), Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on such Schedule 2 B hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designatedan Authorized Representative. The A Party may change its respective persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Escrow Agent, any intermediary bank and the Escrow Agent is unable to contact beneficiary’s bank in any funds transfer may rely upon the identifying number of the authorized representatives identified beneficiary’s bank or any intermediary bank included in Schedule 2the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the Escrow Agent 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 hereby authorized both able to receive written instructions from and seek confirmation of confirm such instructions by telephone callback. (b) Buyer acknowledges that 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 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 14 Seller acknowledges that 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 25(a) above: Seller’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: (c) In addition to 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 the Company’s executive officersrequested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Executive OfficersStanding Settlement Instructions”). Accordingly, as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer Parties shall deliver to the Escrow Agent a fully executed incumbency certificatesuch specific Standing Settlement Instructions only for each respective beneficiary, and the 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 officerStanding Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (cd) The Company acknowledges 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. Furthermore, the Parties acknowledge that the security procedures set forth in this Section 11 25 are commercially reasonable.

Security Procedures. (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 any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement4, 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 AccountFund, 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller or Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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 Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 (or email at the email address) provided to the Company 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 facsimilefacsimile 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 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described 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 Escrow AccountEscrowed 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 Parties by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Sellers acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrowed Shares to the custodian account or recipient designated by the Sellers in this Section 11 are commercially reasonablewriting. Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrowed Shares to the address provided for notice to Buyer or any address provided in a Claims Notice.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 15 above and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Underwriter’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges Parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 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) 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. (b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Exhibit F attached hereto), whether in writing, by the Escrow Agent by facsimilefacsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoset forth in Section 9, and the Escrow Agent may rely upon the confirmation of anyone any person or persons purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing notice actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Section 9, then, in the case of Buyer, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officersofficers (collectively, (“Executive Officers”), as the case may be) of Buyer, which shall include the titles title of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerCounsel, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone any person purporting to be any such officer. Executive Officer. 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 Buyer or the Transaction Representative to identify: (a) the beneficiary, (b) the beneficiary’s bank or (c) any intermediary bank. The Company acknowledges Escrow Agent may apply any portion of the Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties hereto acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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. (b) In the event funds transfer instructions are so received by a Disbursement Request is given (other than in writing at the time of execution of this Escrow Agent by facsimileAgreement), the Escrow Agent is authorized to seek confirmation of such instructions Disbursement Request by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officersofficers of Buyer or Indemnitors, (“"Executive Officers”"), as the case may be, which shall include the titles of President, (i) Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, Chief Business Officer or President for Buyer, (ii) Chief Executive Officer or Secretary for Seller, (iii) Chief Executive Officer or Senior Vice President of Finance ANI or (iv) President or Vice President for Bactolac, each as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed certificate of Buyer or any of the Indemnitors, as the case may be, certifying to the incumbency certificateand signatures of such Executive Officers, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. Executive Officer. Escrow Agent and the receiving party's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Buyer or Indemnitors to identify (ci) the receiving party, (ii) the receiving bank, or (iii) an intermediary bank. Escrow Agent may apply any portion of the Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the receiving party being paid, or the transfer of funds to a bank other than the receiving party's bank or an intermediary bank designated. The Company acknowledges parties to this Escrow Agreement hereby acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountEscrowed 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 Issuer or the Purchasers by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated in Section 9 or on Schedule 2 A hereto, as applicable, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Section 9 or on Schedule 2A hereto, as applicable, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s Issuer's or Buyer's, as applicable, executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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. (b) 10.1 In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by the Escrow Agent by facsimilefacsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 1 hereto (“Schedule 2 hereto1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyDesignated Monitor’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer______________________, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Designated Monitor to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Parties acknowledge that the these security procedures set forth in this Section 11 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 notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Written Direction, any instructions setting forth, claiming, containing, objecting toVoting Direction, or in any way related to the transfer or distribution of fundsotherwise), including but not limited to the Written Instructions described in Section 4 of this Agreementapprovals, may be given to the Escrow Agent only by confirmed facsimile consents, requests, and no instruction for or related to the transfer or distribution of the Escrow Accountother communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A or Schedule B, the as applicable, Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 heretoA or Schedule B, as applicable, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for authorized to receive call-backs as designated in Schedule A or Schedule B, as applicable, may be changed only in a writing actually received and acknowledged by the Escrow AgentAgent and delivered in accordance with Section 13 above and, if applicable, this Section 14. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Companyapplicable Party’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentGeneral Counsel, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 (a) a beneficiary, (b) a beneficiary's bank, or (c) an intermediary bank. The Escrow Agent may apply any of the Escrow 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Founders acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by the Founders in this Section 11 are commercially reasonablewriting.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given, whether in writing or by the Escrow Agent by facsimiletelecopier, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule C hereto (“Schedule 2 heretoC”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule C. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2C, the Escrow Agent is hereby authorized 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 the Company’s Buyer, executive officers, officers (“Executive Officers”), as the case may be, ) which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 to identify (ci) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or a bank designated as an intermediary bank. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 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 AccountShares, 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 provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Purchaser and Members’ Representative (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to either (i) deliver the Escrow Shares to the custodian account of recipient designated by the Company in this writing, or (ii) return the Escrow Shares to the Company for cancellation in accordance with written instructions provided by the Company pursuant to Section 11 are commercially reasonable3.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Seller in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Contingent Consideration Shares, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountContingent 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 Company parties by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Contingent Consideration Shares to the custodian account of a recipient of the Contingent Consideration Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Sphere by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officerssenior officers of Sphere (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Sphere acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Sphere in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 100, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of funds, including but not limited must be in writing or set forth in a PDF attached to an email, executed by the Written Instructions described appropriate Party or Parties in Section 4 accordance with the terms of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow AccountFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or by emailed PDF at the number or email provided to the Company Parties by the Escrow Agent in accordance with Section 10 0 and as further evidenced by a confirmed transmittal to that numbernumber 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 valid email address of any employee of Escrow Agent. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile 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 persons set forth on the Designation of Authorized Representatives attached hereto as Schedules B-1 and B-2 (each an “Authorized Representative”), Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 such Schedules B-1 and B-2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be an Authorized Representative. Each Designation of Authorized Representatives shall be signed by the person Secretary, any Assistant Secretary or persons so designatedother duly authorized officer of the named Party. The person(s) executing this Agreement on such Party’s behalf and certifying Authorized Representatives in the applicable Schedule B-1 and B-2 have been duly and properly authorized to do so, and each Authorized Representative of such Party has been duly and properly authorized to take the actions specified for such person in the applicable Schedule B-1 and B-2. A Party may change its respective persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Escrow Agent, any intermediary bank and the Escrow Agent is unable to contact beneficiary’s bank in any funds transfer may rely upon the identifying number of the authorized representatives identified beneficiary’s bank or any intermediary bank included in Schedule 2the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the Escrow Agent 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 hereby authorized both able to receive written instructions from and seek confirmation of confirm such instructions by telephone callback. (b) Buyer acknowledges that 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 0 above: Buyer’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: BSC acknowledges that Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the BSC, on behalf of the Sellers, under this Agreement without a verifying call-back as set forth in Section 0 above: BSC’s Bank account information: Bank name: Bank address: ABA number: Account name: Account number: (c) In addition to their respective funds transfer instructions as set forth in Section 0 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 the Company’s executive officersrequested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Executive OfficersStanding Settlement Instructions”). Accordingly, as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer Parties shall deliver to the Escrow Agent a fully executed incumbency certificatesuch specific Standing Settlement Instructions only for each respective beneficiary, by facsimile in accordance with this Section 24. Any such Standing Settlement Instructions shall be set up in writing in advance of any actual transfer request and shall contain complete funds transfer information (as set forth above) for the beneficiary. Any such set-up of Standing Settlement Instructions (other than those established concurrently with the execution of this Agreement), and any changes in existing set-up, shall be confirmed by means of a verifying callback to an Authorized Representative. Standing Settlement Instructions will continue to be followed until cancelled by the Parties jointly in a writing signed by an Authorized Representative and delivered to Escrow Agent in accordance with this Section. Once set up as provided herein, Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. 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 officerStanding Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (cd) The Company acknowledges 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. Furthermore, the Parties acknowledge that the security procedures set forth in this Section 11 24 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 1 5 hereof and, if applicable, this Section 1 6 . If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 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) Notwithstanding anything to the contrary as set forth in Section 108.11(a), any instructions setting forth, claiming, containing, objecting to, to or in any way related to the transfer or distribution of fundsthe Escrowed Shares or Escrowed Cash, including but not limited to the Written Instructions described any such 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 and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 Merger Parties by the Escrow Agent in accordance with Section 10 8.11 and as further evidenced by a confirmed transmittal to that number. (b) In . Notwithstanding anything to the contrary herein, in the event funds transfer instructions or Shares Transfer Instructions are so received given, whether in writing or by facsimile or otherwise, for the Escrow Agent by facsimileMerger Parties or as repetitive funds transfer instructions or Shares Transfer Instructions for any other beneficiary at the time of execution of this Agreement, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 hereto (“Schedule 1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, officers (“Executive Officers”)) of Acquiror or the general partners that ultimately control the Stockholders, as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerSecretary, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . The Escrow Agent and the beneficiary’s bank in any funds transfer or shares transfer may rely solely upon any account numbers or similar identifying numbers provided by Acquiror or Stockholders to identify (ci) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any funds or any of the Escrowed Shares or Escrowed Cash for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Merger Parties acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company [ ] acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by [ ] in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1010 in this Escrow Agreement, 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 any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Escrow 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 AccountFund, 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 Parties by the Escrow Agent in accordance with Section 10 and of this Escrow Agreement as further evidenced by a confirmed transmittal to that numberwritten confirmation of transmission. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto1 of this Escrow Agreement, and the Escrow Agent may rely in good faith upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21 of this Escrow Agreement, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyEquityholders’ Representative’s or the Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely in good faith upon the confirmation of anyone purporting to be any such officer. 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 Equityholders’ Representative or the Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. (cb) The Company Equityholders’ Representative acknowledges that the security procedures Escrow Agent is authorized to use the funds transfer instructions set forth in the applicable joint written instructions to disburse any funds due to the Equityholders under this Escrow Agreement without a verifying call-back as set forth in Section 11 are commercially reasonable.11(a) of this Escrow Agreement. The Buyer acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Buyer under this Escrow Agreement without a verifying call-back as set forth in Section 11(a) of this Escrow Agreement: Buyer’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number:

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, 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 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 and no instruction for or related to the transfer or distribution of the Escrow AccountEscrowed 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 the number provided to the Company Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (b) . In the event funds transfer instructions are so received given in writing by the Escrow Agent by facsimile, telecopier the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons individuals authorized to give and telephone numbers for call-backs confirm any instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s or Canaccord’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Company or the Placement Agents to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the Escrowed Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Agreement acknowledge that the these security procedures set forth in this Section 11 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: ▇▇▇▇▇ Fargo ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: ▇▇▇-▇▇▇-▇▇▇▇ ABA Number.: ▇▇▇▇▇▇▇▇▇ For benefit of Genesis Biopharma Inc. Account Number: 3113884161

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1016, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in Section 4 of this Agreement6, 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with this Section 10 17 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 facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person authorized individual or persons designated individuals on Schedule 2 hereto1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person authorized individual or persons individuals so designated. The persons authorized individuals and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives individual or individuals identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer and/or Seller’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or similar other titles, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Buyer to identify (i) the beneficiary, (ii) the 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 when its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’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 Company acknowledges Parties and the Escrow Agent acknowledge that the security procedures set forth in this Section 11 17 are commercially reasonable.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given, whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized authorized, but under no circumstance is required, to seek confirmation of such instructions by telephone call-back to the person Person or persons Persons designated on Schedule 2 Annex I hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person Person or persons Persons so designated. The persons Persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex I for Purchaser, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s its executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and President or Chief Financial Officer, Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . The Escrow Agent and the beneficiary’s bank in any transfer may rely solely upon any account numbers or similar identifying numbers provided by Purchaser or Roseland to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed property for any disbursement order it executes using any such identifying number, even when its use may result in a Person other than the beneficiary being delivered property, or the transfer to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. Purchaser and Roseland agree that repetitive or standing settlement instructions will be effective as the transfer instructions of Purchaser and Roseland, 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, Purchaser and Roseland may agree to.

Security Procedures. (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 Joint Written Instructions described in Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or email and no instruction for or related to the transfer or distribution of the Escrow AccountFund, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by email or by facsimile at the number provided to the Company 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 facsimilefacsimile or email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back call‑back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs call‑backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back call‑back to any one or more of the Company’s Parties’ respective executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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 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 and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’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: Bank name: Bank Address: ABA Number: Account name: Account number: 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 11(a) above: Purchaser’s Bank account information: Bank name: Bank Address: ABA Number: Account name: Account number: (c) The Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that numbernumber or 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 funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is required and authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 3 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the Purchaser’s authorized representatives identified in Schedule 23, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Purchaser (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerChief Financial Officer, General Counsel Chief Operating Officer, and Chief Financial Administrative Officer, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the any contrary as set forth in Section 1011, any instructions setting forth, claiming, claiming containing, objecting to, to or in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 6 of this Agreement, may be maybe given to the Escrow Agent only by confirmed facsimile and no instruction for or related to the transfer or distribution of the Escrow AccountAmounts, 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 Company Representative by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number. (b) In the event Escrow Accounts funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person Person or persons Persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person Person or persons Persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If In the event that the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 22 hereto, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Purchaser’s or the CompanyRepresentative’s (as applicable) executive officers, officers (“Executive Authorized Officers”), as the case may be, 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, Chief Executive Officer, Controller, General Counsel Vice President and Chief Financial OfficerSecretary, as the Escrow Agent may select. Such Executive Authorized Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerAuthorized Officer. 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 Purchaser or the Representative to identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a Person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. (c) The Company Purchaser acknowledges that the security procedures 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: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ABA Number: ▇▇▇▇▇▇▇▇▇ Account Name: Genpact International Inc. Account Number: ▇▇▇-▇▇▇-▇▇▇▇ Swift Code: ▇▇▇▇▇▇▇▇ 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 11 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Seller in this Section 11 are commercially reasonablewriting. Purchaser acknowledges that the Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Claims Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrow Shares and any Earnings thereon, including but not limited to the any Joint Written Instructions described in Instruction permitted pursuant to Section 4 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 AccountShares 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 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives of the Company identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company Each party hereto acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares and any Earnings thereon to the custodian account of recipient of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given, whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized authorized, but under no circumstance is required, to seek confirmation of such instructions by telephone call-back to the person Person or persons Persons designated on Schedule 2 Annex I hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person Person or persons Persons so designated. The persons Persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex I for Party A, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s its executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and President or Chief Financial Officer, Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . The Escrow Agent and the beneficiary’s bank in any transfer may rely solely upon any account numbers or similar identifying numbers provided by Party A or Party B to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed property for any disbursement order it executes using any such identifying number, even when its use may result in a Person other than the beneficiary being delivered property, or the transfer to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. Party A and Party B agree that repetitive or standing settlement instructions will be effective as the 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 Tuatara by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Tuatara(collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, Secretary, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Tuatara acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by Tuatara in this Section 11 are commercially reasonablewriting.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the CompanyIndemnitor’s or Indemnitee’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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. (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. (b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Annex II hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex II, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s your executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and President or Chief Financial Officer, Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Party A or Party B to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonablea Joint Written Instruction.

Security Procedures. (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. (b) a. In the event funds transfer instructions are so received given, whether in writing, by the Escrow Agent by facsimilefacsimile or otherwise, the Escrow Indemnity Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoAnnex B, and the Escrow Indemnity Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Indemnity Agent. If the Escrow Indemnity Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex B, the Escrow Agent is hereby authorized both to receive written instructions from and seek no funds shall be wired until such confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), can be accomplished as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 19(a). The Indemnity Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Parent or Stockholders Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Indemnity Agent may apply any of the Indemnity Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Parties acknowledge that these security procedures are commercially reasonable. b. Parent acknowledges that repetitive funds transfer instructions may be given to the Indemnity 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, Parent shall deliver to the Indemnity Agent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Annex B to this Indemnity Agreement, by facsimile or other written instruction. The Indemnity Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Indemnity Agent and Parent agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of Parent, 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. Parent acknowledges that such Standing Settlement Instructions are a security procedure and are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to In the contrary as set forth in Section 10, event instructions or are given regarding the delivery of the all or 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 portion 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 Units (other than in writing at the number provided to the Company time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, 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 facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on schedule 1 hereto (“Schedule 2 hereto1”), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 1. The undersigned is authorized to certify that the signatories on Schedule 1 are authorized signatories. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s your executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) . The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 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. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a joint written instruction permitted pursuant to Section 4 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 AccountShares, 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 Buyer and Seller by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Buyer and/or Seller (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth in this Section 11 are commercially reasonableEscrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by Buyer and Seller pursuant to joint written instructions.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 108, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including including, but not limited to, any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to the Written Instructions described in 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 copy to the other Party) and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Companyrelevant Party’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of PresidentChairman, Chief Executive Officer, ControllerExecutive Vice President, General Counsel and Chief Financial Officer, or Principal Accounting Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company . Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Fund to the custodian account or recipient designated by Seller in this Section 11 are commercially reasonablewriting. Buyer acknowledges that the Escrow Agent is authorized to deliver the Escrow Fund to the address provided for notice to Buyer or any address provided in a Claims Notice.

Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containing, objecting torequests, or other communications in any way related to the transfer or distribution of funds, including but not limited to the Written Instructions described Escrow Funds are received by Escrow Agent as set forth in Section 4 of this Agreement14, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the person sending Authorized Representative or persons designated on Authorized Representatives’ telephone number(s) as set forth in Schedule 2 heretoB, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designatedthat Authorized Representative. The persons designated as Authorized Representatives in Schedule B hereto and their telephone numbers for call-backs 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 the Escrow AgentAgent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such Authorized Representative, 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 the CompanySeller’s or Buyer’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, ControllerChief Financial Officer, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges Parties acknowledge and agree that the security procedures set forth in this Section 11 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 and confirmed by an Authorized Representative 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 Escrow Agent executes using any such identifying number, even where Escrow Agent’s 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) 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 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 and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerVice President, General Counsel and Treasurer or Chief Financial Officer or Chief Legal Officer, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. ​ (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited any Joint Written Instruction permitted pursuant to the Written Instructions described in Section 4 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 AccountShares, 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 Representatives by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Exhibit C hereto, and the Escrow Agent may reasonably rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers ​ of Parent (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges parties hereto acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a receipt of the Escrow Shares, as designated in this Section 11 are commercially reasonable.a Joint Written Instruction. ​

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Bank or Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Bank and Escrow Agent is authorized are authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Bank and Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for authorized to receive call-backs as designated in Schedule A hereto may be changed only in a writing actually received and acknowledged by the Bank and Escrow AgentAgent and delivered in accordance with Section 15 above and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Underwriter’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerVice President or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges Parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 above are commercially reasonable. The Bank and Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Bank and 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) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company . Parent acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account or recipient designated by Parent or Stockholder Representative in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) (with a copy to the other Parties) and no instruction for or related to the transfer or distribution of the Escrow AccountAssets, 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 Parties by the Escrow Agent in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized 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 the Company’s Greenbrook's executive officers, officers (“"Executive Officers”), as the case may be, which shall include the titles of President, "): Chief Executive Officer, Controller, General Counsel Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer Officers shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer.; and (ii) In the case of Sellers' Representative, any person who has succeeded ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as the Sellers' Representative pursuant to the Underlying Agreement, who shall provide such evidence to substantiate such succession as the Escrow Agent may reasonably require; and (c) The Company Sellers' Representative acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Assets to the custodian account or recipient designated by the Sellers' Representative in this Section 11 are commercially reasonablewriting. (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 address provided in a Claim Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyPurchaser’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by the Stockholder Representatives in writing. Purchaser acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in this Section 11 are commercially reasonablea Claims Notice.

Security Procedures. (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 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 and no instruction for or related to the transfer or distribution of the Escrow Account, Fund (or any portion thereof) or the Escrow Note, as applicable, 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Buyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Buyer to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything With respect 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. (b) In the event all funds transfer instructions that are so received given pursuant to this Agreement (other than in writing at the time of execution of this 11 Deposit Agreement (Class B) (American Airlines 2017-2 Aircraft EETC) Agreement), whether in writing, by the Escrow Agent by facsimileelectronic mail with a scanned attachment thereto or otherwise, the Escrow Agent Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 heretoII hereto (“Schedule II”), and the Escrow Agent Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized signatories of the Escrow Agent hereunder and telephone numbers for call-backs may individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be changed only in a writing provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Escrow AgentDepositary. If Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent is unable to contact identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the authorized representatives identified funds for any payment order it executes using any such identifying number, even when its use may result in Schedule 2a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the these security procedures set forth in this Section 11 are commercially reasonable.. [Remainder of Page Intentionally Blank; Signature Pages Follow]

Security Procedures. (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 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 and no instruction for or related to the transfer or distribution of the Escrow AccountFund, 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 Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanySeller’s or Purchaser’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerPresident, General Counsel and Chief Financial Officerany Vice-President, Treasurer or Secretary, as the Escrow Agent may select. Such “Executive Officer Officer” shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. 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 Seller or Purchaser to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything Parent and the Shareholder Representative shall each deliver to Escrow Agent a fully executed incumbency certificate naming the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related officers who have the authority to the transfer or distribution of funds, including but not limited to the Written Instructions described in Section 4 of execute and amend this Agreement, may be given . Exhibit L names the authorized representatives who are authorized to provide disbursement instructions with respect to the Escrow Agent only by confirmed facsimile Funds, 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 may rely upon the confirmation of anyone purporting to be any 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. (b) officer or authorized representative. In the event funds transfer instructions are so received by the Escrow Agent given, whether in writing or by facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to one or more of the person or persons designated on in Schedule 2 hereto10.11 who is different from the person who gave the transfer instruction, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2identified, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s or the CompanyShareholder Representative’s executive officers, (“Executive Officers”), as the case may be, applicable) authorized officers as prescribed on Purchaser’s banking resolutions which shall include the titles of Presidenttreasurer or assistant treasurer for Parent. Escrow Agent and the beneficiary’s bank in any funds transfer to Parent may rely solely upon any account numbers or similar identifying numbers provided by Parent to identify (i) the beneficiary, Chief Executive Officer(ii) the beneficiary’s bank, Controller, General Counsel and Chief Financial Officer, as the or (iii) an intermediary bank. Escrow Agent may select. Such Executive Officer shall deliver apply any of the Escrow Fund for any payment order it executes using any such identifying number in a manner consistent with the written instructions from (i) Parent, to the Escrow Agent a fully executed incumbency certificateextent that it relates to payments to Parent and/or (ii) the Shareholder Representative, to the extent that it relates to payments to the Shareholder Representative or the Indemnifying Parties. Parent and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Shareholder Representative each acknowledge that the security procedures set forth in this Section 11 are commercially reasonable. (b) Unless the Escrow Agent is otherwise instructed in writing by Parent, Parent acknowledges that the Escrow Agent is authorized to use the funds transfer instructions to disburse any funds due to Parent under this Agreement without a verifying call-back as set forth on Exhibit L.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule schedule 2 heretoattached hereto ("SCHEDULE 2"), and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs individuals authorized to give or confirm funds transfer instructions may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s executive officers, (“Executive Officers”)officers of Seller and/or Purchase, as the case may beapplicable ("EXECUTIVE OFFICERS"), which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer______________________, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Purchaser or the Seller to identify (ci) the beneficiary, (ii) the beneficiary's bank, or (iii) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a Joint Direction permitted pursuant to Section 4 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 AccountConsideration, 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 provided to the Company by or e-mail address for the Escrow Agent set forth in accordance with Section 10 9 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in on Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersGuarantors (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges Parties acknowledge that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Consideration to the custodian account of recipient designated by the Guarantors in this Section 11 are commercially reasonablewriting.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10a Joint Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 15 hereof and, if applicable, this Section 16. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the Company’s or the Dealer Manager’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, Chief Executive Officer, Controller, General Counsel and Chief Financial Officeror in each case more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 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) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer 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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 108, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement3, 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 AccountEscrowed 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 to the Company 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 facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of Whole Earth Brands, Inc. (collectively, the Company’s executive officers, (“Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) The Company acknowledges that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (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. (b) In the event funds transfer instructions are so received given (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by the Escrow Agent by facsimiletelecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 Annex I hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2Annex I, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the Company’s your executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and President or Chief Financial Officer, Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificateIncumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. . 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 Party A or Party B to identify (a) the beneficiary, (b) the beneficiary's bank, or (c) an intermediary bank. The Company acknowledges Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary's bank or an intermediary bank designated. The parties to this Escrow Agreement acknowledge that the these security procedures set forth in this Section 11 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. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer 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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountShares, 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 by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more officers of the Company’s executive officersCompany (collectively, (the “Executive Senior Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of recipient designated by the Company in this Section 11 are commercially reasonablewriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares or Earnout Units or any cash dividends held in the Escrow Account, including but not limited to the Written any transfer instructions that may otherwise be set forth in Instructions described in permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile 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 facsimile e-mail at the number e-mail address provided to the Company Issuer and Falcon’s by the Escrow Agent in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that numbere-mail address. (b) In the event funds transfer instructions Instructions are so received by the Escrow Agent by facsimilee-mail, the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives Authorized Signatories identified in Schedule 21, the Escrow Agent is hereby authorized 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 the Company’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, ControllerGeneral Counsel, General Counsel and Chief Financial Officer, President or Executive Vice President of the Issuer and Falcon’s (collectively, the “Senior Officers”) as the Escrow Agent may select. Such Executive Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerSenior Officer. (c) The Company acknowledges that Issuer, Falcon’s and the security procedures set forth Earnout Participants acknowledge that, upon receipt of a Delivery Instruction, the Escrow Agent is authorized to deliver the Earnout Shares and the Earnout Units and any cash dividends held in this Section 11 are commercially reasonablethe Escrow Account to be released to an Earnout Participant to the custodian account of recipient designated by such Earnout Participant in writing.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Stockholder Representative or Parent after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyStockholder Representative’s or Parent’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officerapplicable, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of the Stockholder Representative or Parent, as applicable. (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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10Written Direction or otherwise), any instructions setting forthapprovals, claimingconsents, containingrequests, objecting toand other communications, 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. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilee-mail at its e-mail account(s) as designated on Schedule A hereto, the Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule 2 A hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated 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 for 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 AgentAgent and delivered in accordance with Section 12 above and, if applicable, this Section 13. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 2such 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 the CompanyIssuer’s executive officersofficers (each, (an “Executive OfficersOfficer”), as the case may be, which who shall include the individuals holding titles of PresidentGeneral Counsel, Chief Executive Officer, Controller, General Counsel and Chief Financial OfficerOfficer or more senior thereto, as the Escrow Agent may select. Such Executive Officer Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificatecertificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (c) Executive Officer(s). The Company acknowledges parties to this Agreement acknowledge and agree that the security procedures set forth in this Section 11 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 bank, or (iii) an intermediary bank. The Escrow Agent may apply any of the Escrow 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. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Earnout Shares, including but not limited to the Written Instructions described 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 Escrow AccountEarnout 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 Company Parties by the Earnout Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Earnout Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Earnout Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Earnout Escrow Agent. If the Earnout Escrow Agent is unable to contact any reach the Holder Representative after a reasonable amount of the authorized representatives identified in Schedule 2time, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the CompanyPubCo’s executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Earnout Escrow Agent may select. Such Executive Officer shall deliver to the Earnout Escrow Agent a fully executed incumbency certificate, and the Earnout Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer 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 Company acknowledges Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 109, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsdistribution, including but not limited to the Written Instructions described any transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 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 AccountAsset, 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 Parties by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives identified in Schedule 21, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the CompanyBuyer’s executive officers, (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. (cb) The Company Each Seller acknowledges that the security procedures set forth Escrow Agent is authorized to deliver the Escrow Asset to the custodian account or recipient designated by Sellers’ Representative in this Section 11 are commercially reasonablewriting. 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 Claims Notice.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10this Agreement, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of fundsthe Escrowed Earnout Shares, including but not limited to the Written Instructions described any such 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 Escrow AccountEscrowed 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 Company Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbernumber or e-mail address. (b) In the event funds transfer instructions are so received by the Escrow Agent by facsimilefacsimile or other electronic submission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 2 1 hereto, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable to contact any of the authorized representatives of DraftKings identified in Schedule 21 after a reasonable amount of time, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by telephone call-back to any one or more of the Company’s DraftKings’ executive officers, officers (“Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel Legal Officer and Chief Financial Officer, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officerofficer as confirmation on behalf of DraftKings. (c) The Company acknowledges Escrow Agent shall only deliver or distribute the Escrowed Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Escrow Joint Written Instructions or Release Notice. (d) The Parties acknowledge that the security procedures set forth in this Section 11 are commercially reasonable. (e) For the avoidance of doubt, the procedures in this Section 11 shall not apply to the 104H Trustee and the 104H Earnout Shares. (f) For all purposes and intents of this Agreement, any instruction, agreement, consent, waiver, notice to or notice by any of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇ ▇▇▇▇▇, shall deemed to be as an instruction, agreement, consent, waiver, notice to or notice by all of the DEAC Founder Group (and all members of the DEAC Founder Group hereby irrevocably and unconditionally agree to be bound by the same), and in case of conflicting instructions, agreement, consent, waiver or notice by two or more of ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇ ▇▇▇▇▇, the other parties hereto shall be fully protected and shall not incur any liability in relying on the first of which to be delivered to the Escrow Agent or the 104H Trustee in accordance with the terms hereof and ignore all others.