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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company or Underwriter’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Co-Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 Underwriter to deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of Parent’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President___________ or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesfunds, including any Joint but not limited to the Written Instruction permitted pursuant to 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 SharesAccount, 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 facsimile or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or [ ] for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Placement Agent’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentPresident or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of Sponsor’s or PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a 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 facsimile telecopier or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Annex III, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company your executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, President or Chief Financial Officer, President of Executive Vice President, Officer as the Escrow Agent may select. Such Senior 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 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 hereto to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. Party A and Party B agree that repetitive or standing settlement instructions will be effective as the funds transfer instructions of Party A and Party B, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided herein or such other security procedure that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow SharesAgent, as designated in a Joint Written InstructionParty 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 the Escrow Sharesdistribution, including any 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 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 Purchaser and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by [officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. .] Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Shares, including any 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, , which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Shares, including but not limited to any Joint Written Instruction 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 other electronic transmission (including by an e-mailmail which includes an attached PDF containing a “wet” signature on the applicable instruction notice (a “Qualified E-Mail”) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including eQualified E-mail) Mail at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including eQualified E-mail)Mail, the Escrow Agent is authorized to shall seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent or LPHL (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 Pubco and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of Pubco and the Company SPAC Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Each of Pubco and the SPAC Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of jointly designated by Pubco and the Escrow Shares, as designated SPAC in a Joint Written Instructionwriting.

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 the Escrow Sharesotherwise), including any Joint Written Instruction permitted pursuant to Section 4 of this Agreementapprovals, may be given to the consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C heretoSchedule A, 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company applicable Party’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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. Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (a) a beneficiary, (b) a beneficiary’s bank, or (c) an intermediary bank. The parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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, any such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4, must be given to the Escrow Agent by confirmed facsimile, and no instruction for, or related to, the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, or any portion thereof, shall will be deemed delivered and effective unless the Escrow Agent actually shall have has 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to must seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule C, 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 on Exhibit in Schedule C, the Escrow Agent is hereby authorized both to receive written instructions from from, and to seek confirmation of such instructions by officers telephone call-back to, any one or more of the Company Buyer’s or the Sellers’ Representative’s, as applicable, executive officers, (collectively, the “Senior Executive Officers”), as the case may bewhich will include any officer with a title of President, which shall include the titles of Chief Executive OfficerManaging Director, Vice President, General Counsel, Chief Financial OfficerSecretary, President of Executive Vice President, as the Escrow Agent may selector Treasurer. Such Senior 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) email attachment and no instruction for or related to the transfer or distribution of the Escrow Sharesapplicable Fund, 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) email at the number or e-mail email address provided to the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Stockholders’ Representative’s or Parent’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company of___________ (collectively, the “"Senior Officers”"), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by_____________ in a Joint Written Instructionwriting.

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 the Escrow Shares, including any 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Indemnified Party Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including any 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 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 Purchaser and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a Joint Written Instruction.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C heretoSchedule 1 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 on Exhibit Cin Schedule 1 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Escrow Parties (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such 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 parties hereto acknowledge Escrow Parties acknowledges that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of designated by any recipient in writing, provided that such delivery shall be endorsed in writing by ▇▇▇▇. (d) The Parties understand that the Escrow Shares, as designated Agent’s inability to receive or confirm funds transfer instructions may result in a Joint Written Instructiondelay 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 Schedule 1 are persons authorized to provide direction and initiate or confirm transactions.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 9 and as further evidenced by a confirmed transmittal to that number. (b) . In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge . Parent acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a or recipient of the Escrow Shares, as designated by Parent or Stockholder Representative in a Joint Written Instructionwriting.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction permitted 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 Escrowed 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 the Company ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Sponsor 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 joint transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of each of ▇▇▇▇▇ ▇▇▇▇▇▇ and Spinco and by an authorized representative of the Company Voyager Stockholders’ Representative (collectively, the “Senior OfficersDesignated Persons”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of jointly designated by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Escrow Shares, as designated Voyager Stockholders’ Representative in a Joint Written Instructionwriting.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Escrowed Sponsor Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Whole Earth Brands, Inc. (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.

Security Procedures. 10.1 In the event funds transfer instructions are given (a) Notwithstanding anything to other than in writing at 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 time of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 execution of this Escrow 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 Shareswhether in writing, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoschedule 1 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Designated Monitor’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President______________________, as the Escrow Agent may select. Such Senior Officer “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 Designated Monitor to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The parties hereto 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 these security procedures are commercially reasonable. 10.2 The Designated Monitor acknowledges that repetitive funds transfer instructions may be given to the Escrow Agent is authorized to deliver for one or more beneficiaries where only the Escrow Shares to the custodian account of a recipient 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 SharesAgent 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 designated in the funds transfer instructions of Designated Monitor, without requiring a Joint Written Instructionverifying 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 the Escrow Sharesotherwise), including any Joint Written Instruction permitted pursuant to Section 4 of this Agreementapprovals, may be given to the consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C heretoSchedule A 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company applicable Party’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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. Executive Officer(s). The parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to identify (a) a beneficiary, (b) a beneficiary's bank, or (c) an intermediary bank. The parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Seller in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesdistribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Written Instruction 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 SharesConsideration, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit CSchedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Guarantors (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Consideration to the custodian account of a recipient of designated by the Escrow Shares, as designated Guarantors in a Joint Written Instructionwriting.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to either (i) deliver the Escrow Shares to the custodian account of a recipient of designated by the Company in writing, or (ii) return the Escrow Shares, as designated Shares to the Company for cancellation in a Joint Written Instructionaccordance with written instructions provided by the Company pursuant to Section 3.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Escrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Sellers acknowledges that the Escrow Agent is authorized to deliver the Escrow Escrowed Shares to the custodian account of a or recipient of designated by the Sellers in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrowed Shares to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims 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 the Escrow SharesProperty, including but not limited to any Joint Written Instruction 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 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 Purchaser CEO Representative, the Purchaser and the Sponsor Seller 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of shall not take any action on such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that until the Escrow Agent is able to contact the authorized to deliver representative(s), unless the Escrow Shares Agent is obligated to the custodian account of act pursuant to an order or other instruction from a recipient of the Escrow Sharesgovernmental, as designated in a Joint Written Instructionjudicial or regulatory body.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Company acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of designated by the Escrow Shares, as designated Company in a Joint Written Instructionwriting.

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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser and Members’ Representative (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 9 and as further evidenced by a confirmed transmittal to that number. (b) . In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge . Parent acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a or recipient of the Escrow Shares, as designated by Parent or Stockholder Representative in a Joint Written Instructionwriting.

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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a 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 facsimile telecopier or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoschedule 2 attached 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 on Exhibit Cin 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 executive officers of the Company (collectively, the “Senior Officers”)Seller and/or Purchase, as the case may beapplicable ("EXECUTIVE OFFICERS"), which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President______________________, as the Escrow Agent may select. Such Senior 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 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 hereto to this Escrow Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions must include the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient signature of the Escrow Shares, as designated in a Joint Written Instructionperson(s) authorizing said funds transfer.

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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)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 Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call‑back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.

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, must be in writing or set forth in a PDF attached to an email, executed by the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 appropriate Party or Parties in accordance with the terms of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) by emailed PDF and no instruction for or related to the transfer or distribution of the Escrow SharesFunds, 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) by emailed PDF at the number or e-mail address email provided to the Company and the Sponsor 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 facsimile or other electronic transmission 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 (including e-maileach an “Authorized Representative”), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C such Schedule 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 the Escrow Agent is unable to contact Agent, any of the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 the funds transfer instruction provided by the relevant Party or Parties and confirmed by an Authorized Representative. Further, the beneficiary’s designated bank in the funds transfer instructions may make payment on the basis of the account number provided in such Party’s or the Parties’ instruction and confirmed by an Authorized Representative, even though it identifies a person different from the named beneficiary. No funds will be disbursed until an Authorized Representative is able to be any confirm such officerinstructions by telephone callback. (cb) The parties hereto acknowledge Buyer acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the custodian 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 of a recipient 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 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 Parties shall deliver to Escrow SharesAgent such specific Standing Settlement Instructions only for each respective beneficiary, 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 Parties agree that such Standing Settlement Instructions shall be effective as designated the funds transfer instructions of the Parties, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (d) The Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet and the Parties hereby expressly assume such risks. Furthermore, the Parties acknowledge that the security procedures set forth in a Joint Written Instructionthis Section 25 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (ba) In the event transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge [ ] acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by [ ] in a Joint Written Instructionwriting.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any the joint instructions in the form of Annex A hereto setting forth, claiming, containing, objecting to, or in any way related to forth the transfer or distribution release of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent Custodian only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution release of Shares in the Escrow Shares, or any portion thereofAccounts, shall be deemed delivered and effective unless the Escrow Agent Custodian 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 Company, Seller and the Sponsor DeGroote by the Escrow Agent Custodian in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number. (ba) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent The Custodian is authorized to seek confirmation of such the joint instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 1 hereto, and the Escrow Agent Custodian 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 AgentCustodian. If the Escrow Agent Custodian is unable to contact any of the authorized representatives identified on Exhibit Cin Schedule 1, the Escrow Agent Custodian is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”)telephone call-back to any one or more, as the case may be, of each of the Company’s and Seller’s executive officers ("Executive Officers"), which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officer, Officer or Treasurer in the case of the Company and President in the case of Executive Vice President, Seller as the Escrow Agent Custodian may select. Such Senior Executive Officer shall deliver to the Escrow Agent Custodian a fully executed incumbency certificate, and the Escrow Agent Custodian may rely upon the confirmation of anyone purporting to be any such officer. (cb) The parties hereto Company, Seller and DeGroote acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 12 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, General Counsel, Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Seller in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by mail, confirmed facsimile or other electronic transmission (including e-mail) email and no instruction for or related to the transfer or distribution of the Escrow SharesFunds, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction in writing by mail, facsimile or other electronic transmission (including e-mail) email at the address, number or e-mail address email, respectively, provided to the Company and the Sponsor Parties by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number9. (b) In the event funds transfer instructions are so received by given (other than in writing at the Escrow Agent time of the execution of this Agreement), whether in writing, by facsimile or other electronic transmission (including e-mail)otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons individual(s) designated on Exhibit C heretothe Incumbency Certificates which have been provided by each of the Representative and Parent to the Escrow Agent (the “Incumbency Certificates”), and the Escrow Agent may rely upon the confirmation confirmations of anyone purporting to be the person or persons individual(s) so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such signatories is set forth on Incumbency Certificates. The persons individuals and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent. If Each of the Representative and Parent agree to promptly provide the Escrow Agent is unable to contact with a replacement Incumbency Certificate and any of the authorized representatives identified on Exhibit C, necessary due diligence documentation requested by the Escrow Agent naming a replacement authorized signatory or replacement authorized individual for call-backs, as applicable, if at any time any authorized signatory or authorized individual for call-backs contained in its Incumbency Certificate is hereby no longer authorized both to receive written instructions from and seek confirmation on behalf of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may selectParty. Such 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 parties hereto to this Agreement acknowledge that such security procedure is commercially reasonable. It is understood that the Escrow Agent is authorized and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by any party hereto to deliver identify (i) the beneficiary, (ii) the beneficiary’s bank or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.

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 the Earnout Shares or any cash dividends held in the Escrow SharesAccount, including but not limited to any Joint Written Instruction transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) mail and no instruction for or related to the transfer or distribution of the Earnout Shares and any cash dividends held in the Escrow SharesAccount, 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) mail at the number or e-mail address provided to the Company and the Sponsor Parent by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numbere-mail address. (b) In the event transfer instructions Instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice PresidentPresident of Parent (collectively, the “Senior Officers”) as the Escrow Agent may select. Such 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 parties hereto acknowledge that Parent acknowledges that, upon receipt of a Delivery Instruction, the Escrow Agent is authorized to deliver the Earnout Shares and any cash dividends held in the Escrow Shares Account to be released to an Company Earnout Holder to the custodian account of a recipient of the Escrow Shares, as designated by such Company Earnout Holder in a Joint Written Instructionwriting.

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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received given, whether in writing, by the Escrow Agent by facsimile telecopier or other electronic transmission (including e-mail)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 Exhibit C 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 on Exhibit Cin Annex I for Purchaser, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company its executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, President or Chief Financial Officer, President of Executive Vice President, Officer as the Escrow Agent may select. Such Senior 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 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 hereto to this Escrow Agreement acknowledge that these security procedures 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 is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow SharesAgent, as designated in a Joint Written InstructionPurchaser and Roseland may agree to.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 1011, any the joint instructions in the form of Annex A hereto setting forth, claiming, containing, objecting to, or in any way related to forth the transfer or distribution release of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent Custodian only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution release of Shares in the Escrow Shares, or any portion thereofAccounts, shall be deemed delivered and effective unless the Escrow Agent Custodian 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 Company, Seller and the Sponsor DeGroote by the Escrow Agent Custodian in accordance with Section 10 11 and as further evidenced by a confirmed transmittal to that number. (ba) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent The Custodian is authorized to seek confirmation of such the joint instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 1 hereto, and the Escrow Agent Custodian 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 AgentCustodian. If the Escrow Agent Custodian is unable to contact any of the authorized representatives identified on Exhibit Cin Schedule 1, the Escrow Agent Custodian is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”)telephone call-back to any one or more, as the case may be, of each of the Company’s and Seller’s executive officers (“Executive Officers”), which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officer, Officer or Treasurer in the case of the Company and President in the case of Executive Vice President, Seller as the Escrow Agent Custodian may select. Such Senior Executive Officer shall deliver to the Escrow Agent Custodian a fully executed incumbency certificate, and the Escrow Agent Custodian may rely upon the confirmation of anyone purporting to be any such officer. (cb) The parties hereto Company, Seller and DeGroote acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 12 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 the Escrow Sharesdistribution, including including, but not limited to, any Joint Written Instruction transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) (with a copy to the other Party) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company relevant Party’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chairman, Chief Executive Officer, General CounselExecutive Vice President, Chief Financial Officer, President of Executive Vice Presidentor Principal Accounting Officer, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge . Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Fund to the custodian account of a or recipient of designated by Seller in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Fund to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims 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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Funds are received by 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 Sharesas set forth in Section 14, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), 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 Exhibit C heretoAuthorized Representatives’ telephone number(s) as set forth in Schedule B, 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 on Exhibit Csuch 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 Seller’s or Buyer’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, General Counsel and Vice President of Executive Vice Presidentor more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 officerExecutive Officer(s). The Parties acknowledge and agree that the security procedures set forth above are commercially reasonable. (cb) The parties hereto acknowledge that the Escrow Agent is authorized 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 deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order Escrow Agent executes using any such identifying number, as designated even where Escrow Agent’s use may result in a Joint Written InstructionPerson other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Underwriter’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, Vice President of Executive Vice Presidentor more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto Parties to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller or Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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. (cb) The parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the custodian 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 of a recipient of information: (c) The Parties acknowledge that the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesfunds, including any but not limited to the Joint Written Instruction permitted pursuant to 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) email and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 email at the email address) provided to the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)email, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Parties’ respective executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAssets, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Remark’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Assets to the custodian account of a or recipient of designated by the Stockholder Representatives in writing. (d) Remark acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Assets to the address provided for notice to Remark or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAssets, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser's executive officers, (collectively, the “Senior "Executive Officers”"), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Seller Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Assets to the custodian account of a or recipient of designated by Seller Representative in writing. Purchaser acknowledges that the Escrow Shares, as Agent is authorized to deliver the Escrow Assets to the account or recipient designated by Purchaser in writing or any address provided in a Joint Written InstructionClaims Notice.

Security Procedures. (a) Notwithstanding anything If notices, instructions (pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Depositor’s or Recipient’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentGeneral Counsel or more senior thereto, or any person authorized by the Chief Financial Officer or General Counsel, as the Escrow Agent may select. Such Senior Officer Executive 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 officerExecutive Officer(s). The Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable. (cb) The parties hereto acknowledge that the Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares to the custodian account of a recipient of the Escrow Sharesfor any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary's bank or an intermediary bank designated.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 9 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Founders acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of designated by the Escrow Shares, as designated Founders in a Joint Written Instructionwriting.

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 the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a 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 facsimile or other electronic transmission (including e-mail)telecopier, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit schedule C heretohereto (“Schedule C”), 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 on Exhibit in Schedule C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of, in case of the Company Buyer, executive officers (collectively, the “Senior Executive Officers”), as the case may be, ) which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 Parties to identify (ci) 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 a bank designated as an intermediary bank. The parties hereto to this Escrow Agreement acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionthese security procedures are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth 11.1 Any fund transfer instruction must be in Section 10, any writing and is irrevocable. Funds transfer instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution must include one of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 authorized signatures of this Agreement, may be given to each Party set out in Part A of Schedule 1 hereto (“Schedule 1”) and the Escrow Agent only is authorized to act upon that instruction if the actual or purported signature, regardless of how or by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to whom affixed, resembles the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent specimens set out in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numberSchedule 1. (b) 11.2 In the event funds transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)given, the Escrow Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoin Part B of Schedule 1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The Escrow Agent, at its discretion, may make recordings and retain such recordings of telephone conversation -. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent, and shall be effective only after the Escrow Agent has had a reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any of the authorized representatives identified on Exhibit Cin Part B of Schedule 1, the Escrow Agent is hereby authorized both but shall be under no duty to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Party A or Party B’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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. 11.3 The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Party A or Party B to identify (ci) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The parties hereto acknowledge that Escrow Agent may apply any funds in 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. 11.4 If any funds transfer instruction requires payment in currency other than the currency of the Escrow Account and subject to applicable laws, the Escrow Agent is authorized to deliver may convert the Escrow Shares Fund to the custodian account currency of a recipient of that instruction at the Escrow Shares, as designated in a Joint Written InstructionAgent’s then prevailing rate of exchange. The Escrow Agent may deduct its fee for such conversion from the payment amount.

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 the Escrow Contingent Consideration Shares, including any 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 Contingent Consideration Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Contingent Consideration Shares to the custodian account of a recipient of the Escrow Contingent Consideration Shares, as designated in a 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 senior officers of the Company Sphere (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Sphere acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of the Escrow Shares, as designated by Sphere in a Joint Written Instructionwriting.

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 the Escrow SharesPayment Account, including any Joint Written Instruction permitted pursuant to must be in writing or set forth in PDF, executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this Agreement or one of their designated persons as set forth in Schedule 1 (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 or other electronic transmission (including e-mail) and no instruction from a Party for or related to the transfer or distribution of the Escrow Shares, 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 other electronic transmission (including e-mail) as a PDF attached to an email only at the fax number or e-mail email address provided to set forth in Section 19 (or for the Company and the Sponsor 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 facsimile or other electronic transmission (including e-mail)Parties, 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 Exhibit C 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of confirm such instructions by officers of the Company (collectivelytelephone call-back. Agent, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, any 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 parties hereto Parties acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the Escrow internet, and the Parties hereby agree that the Agent is authorized to deliver not liable for such risks absent the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written InstructionAgent’s gross negligence or willful misconduct. The Parties acknowledge that these security procedures are commercially reasonable.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth in Section 10If notices, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted (pursuant to Section 4 of this Agreementa Depositor Direction or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Depositor’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General CounselPresident, Chief Financial Officer, President of Executive Vice PresidentChief Legal Officer or Secretary or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 officerExecutive Officer(s). The Parties hereby acknowledge and agree that the security procedures set forth above are commercially reasonable. (cb) The parties hereto acknowledge that the Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Parties to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any of Escrow Shares to the custodian account of a recipient of the Escrow Sharesfor any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson other than a beneficiary being paid, or the transfer of funds to a bank other than a beneficiary’s bank or an intermediary bank designated.

Security Procedures. If notices, instructions (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this AgreementWritten Direction or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 executive officers of the Company Buyer and Seller (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 1017, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesfunds, including but not limited to any Joint Written Instruction such funds transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 5 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 SharesEscrowed Funds, 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 Parties by the Escrow Agent in accordance with Section 10 17 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 facsimile or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule II hereto (“Schedule II”), 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 II. 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 on Exhibit CSchedule II, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company or the Stockholder Representative’s executive officers (collectively, the “Senior Executive Officers”), as which shall include, in the case may beof Stockholder Representative, which shall include those persons with the titles of General Counsel or Chief Executive OfficerFinancial Officer and, in the case of the Company, those persons with the titles of General Counsel, Counsel or Chief Financial Officer, President of Executive Vice Presidentin each case, as the Escrow Agent may select. Such Senior 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 the Company or the Stockholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) 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. The Company and the Stockholder Representative acknowledge that these security procedures are commercially reasonable. (cb) The parties hereto Company acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Company under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Company’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: Stockholder Representative acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to the Stockholder Representative under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Stockholder Representative’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: The Parties acknowledge that the Escrow Agent is authorized to deliver use the following funds transfer instructions to disburse any funds due to the Paying Agent under this Agreement without a verifying call-back as set forth in Section 24(a) above: The Paying Agent’s Bank account information: Bank name: Bank Address: ABA number: Account name: Account number: (c) In addition to the Paying Agent’s and their respective funds transfer instructions as set forth in Section 24(b) above, the Company or the Stockholder Representative acknowledges that repetitive funds transfer instructions may be given to the Escrow Shares to Agent for one or more beneficiaries where only the custodian account of a recipient date of the requested transfer, the amount of funds to be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Accordingly, the Company or the Stockholder Representative shall deliver to Escrow SharesAgent such specific Standing Settlement Instructions only for each respective beneficiary as set forth in Schedule II, by facsimile in accordance with Section 24. The Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for each beneficiary. The Escrow Agent and the Company or the Stockholder Representative agree that such Standing Settlement Instructions shall be effective as designated the funds transfer instructions of the Company or the Stockholder Representative, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for that beneficiary. (d) The Parties acknowledge that the security procedures set forth in a Joint Written Instructionthis Section 24 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this AgreementWritten Direction or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C S chedule 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 S chedule 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 on Exhibit Csuch 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 Issuer’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 3, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentChief Operating Officer, and Chief Administrative Officer, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.

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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesAmounts, 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 Sponsor 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 or other electronic transmission (including e-mail)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 Exhibit C 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 on Exhibit Cin Schedule 2 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 Representative’s (as applicable) executive officers of the Company (collectively, the “Senior Authorized Officers”), as the case may be, which shall include the titles of, in the case of Chief Executive OfficerPurchaser, General CounselTreasurer and Vice President and Senior Legal Counsel and, Chief Financial Officerin the case of the Representative, President, Vice President of Executive Vice Presidentand Secretary, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Purchaser acknowledges that the Escrow Agent is authorized to deliver 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 Shares Agent is authorized to use the following funds transfer instructions to disburse any funds due to the custodian account of Representative under this Agreement without a recipient of the Escrow Shares, verifying call-back as designated set forth in a Joint Written InstructionSection 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, 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 executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto Stockholder Representatives acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Stockholder Representatives in writing. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims Notice.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the Escrow Agent only by confirmed facsimile or approvals, consents, requests, and other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Sharescommunications, 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or the Dealer Manager’s executive officers (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive OfficerManager of the Company’s general partner (for the Company) or Senior Vice President for the Dealer Manager, General Counsel, Chief Financial Officer, President of Executive Vice Presidentor in each case more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Company to deliver the identify (i) a beneficiary, (ii) a beneficiary's bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Seller’s or Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General CounselPresident, Chief Financial Officerany Vice-President, President of Executive Vice PresidentTreasurer or Secretary, as the Escrow Agent may select. Such Senior Officer “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 parties hereto acknowledge that the Escrow Agent is authorized 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 deliver identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFund for any payment order it executes using any such identifying number, as designated even when its use may result in a Joint Written Instructionperson 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.

Security Procedures. (ai) Notwithstanding anything to the contrary as set forth in Section 10contrary, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow SharesFunds must, including any Joint Written Instruction permitted pursuant in order to Section 4 be deemed delivered and effective, be in writing and executed by the appropriate Party or Parties as evidenced by the signatures of the person or persons signing this AgreementAgreement or one of the designated persons as set forth on the Designation of Authorized Representatives attached hereto as Schedule 1-A and 1-B (each an “Authorized Representative”), may be given and delivered to the Escrow Agent only by facsimile (as evidenced by a confirmed facsimile transmittal to the applicable Party’s or Parties’ transmitting fax number) or as a Portable Document Format (“PDF”) attached to an email only at the fax number or email address set forth in Section 9(g) or through an online platform offered by Escrow Agent’s escrow services business. Escrow Agent shall not be liable to any Party or other electronic transmission (including e-mail) and no person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless Funds that does not satisfy 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C hereto, and the requirements herein. Escrow Agent may rely and act upon the confirmation of anyone purporting to be an Authorized Representative in connection with any of Escrow Agent’s verifying call-backs or email confirmations. Notwithstanding anything to the person contrary, the Parties acknowledge and agree that Escrow Agent (i) shall have no obligation to take any action in connection with this Agreement on a non-Business Day and any action Escrow Agent may otherwise be required to perform on a non-Business Day may be performed by Escrow Agent on the following Business Day and (ii) may not transfer or persons so designateddistribute the Escrow Funds until Escrow Agent has completed its security procedures. (ii) Each Party authorizes Escrow Agent to use the funds transfer instructions (“Standing Instructions”) specified for it in Schedule 3 attached hereto (as may be supplemented from time to time as described below) to disburse any funds due to such Party, without a verifying call-back or email confirmation as set forth below. (iii) If any funds transfer instructions other than Standing Instructions are set forth in a permitted instruction from a Party or the Parties in accordance with this Agreement, Escrow Agent may confirm such funds transfer instructions by a telephone call-back or email confirmation to an Authorized Representative of such Party or Parties and thereafter, such funds transfer instructions shall also be considered the applicable Party’s Standing Instructions hereunder. To the extent a call-back or email confirmation is undertaken, no funds will be disbursed until such confirmation occurs. If multiple disbursements are provided for under this Agreement pursuant to any Standing Instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation. (iv) The persons designated as Authorized Representatives and telephone numbers and email addresses for call-backs same may be changed only in a writing executed by an Authorized Representative or other duly authorized person of the applicable Party setting forth such changes and actually received and acknowledged by the Escrow Agent. If the Escrow Agent is unable via facsimile or as a PDF attached to contact any of the authorized representatives identified on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions an email or through an online platform offered by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the E▇▇▇▇▇ Agent’s escrow services business. Escrow Agent may selectconfirm any such change in Authorized Representatives by a telephone call-back or email confirmation according to its security procedures. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificateand other financial institutions, including any intermediary bank and the Escrow Agent beneficiary’s bank, may rely upon the confirmation identifying number of anyone purporting the beneficiary, the beneficiary’s bank or any intermediary bank included in a funds transfer instruction, even if it identifies a person different from the beneficiary, the beneficiary’s bank or intermediary bank identified by name. It is understood that the purpose of Escrow Agent’s security procedures is to be any such officerverify the authenticity of, and not to detect errors in, instructions. (cv) The parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares security procedures set forth in this Section are commercially reasonable. (vi) Notwithstanding anything to the custodian account of contrary contained in this Agreement, in the event that an electronic signature is affixed to an instruction issued hereunder to disburse or transfer funds, such instruction may be confirmed by a recipient of the Escrow Shares, as designated in a Joint Written Instructionverifying call-back (or email confirmation) to an Authorized Representative.

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 the Escrow Sharesdistribution, including any 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Parent and the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including any 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to Parent and the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 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 on Exhibit C, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers ​ of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient receipt of the Escrow Shares, as designated in a 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 the Escrow SharesShares and any Earnings thereon, including but not limited to any 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 SharesShares 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 and/or Company Stockholder Representative, as the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit CSchedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties Each party hereto acknowledge acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares and any Earnings thereon to the custodian account of a recipient of the Escrow Shares, as designated in a 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Escrowed Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and Issuer or the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule A hereto, as applicable, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. 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 Exhibit CSchedule A hereto, as applicable, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Issuer's or Buyer's, as applicable, executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.

Security Procedures. (a) Notwithstanding anything to the contrary as set forth 11.1 Any fund transfer instruction must be in Section 10, any writing and is irrevocable. Funds transfer instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution must include one of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 authorized signatures of this Agreement, may be given to relevant Party set out in Part A of Schedule 1 hereto (“Schedule 1”) and the Escrow Agent only is authorized to act upon that instruction if the actual or purported signature, regardless of how or by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to whom affixed, resembles the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent specimens set out in accordance with Section 10 and as further evidenced by a confirmed transmittal to that numberSchedule 1. (ba) In the event funds transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)given, the Escrow Agent is authorized but shall be under no duty to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoin Part B of Schedule 1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The Escrow Agent, at its discretion, may make recordings and retain such recordings of telephone conversation -. The persons and telephone numbers for call-backs may be changed only in a writing actually received and acknowledged by the Escrow Agent, and shall be effective only after the Escrow Agent has had a reasonable opportunity to act on such changes. If the Escrow Agent is unable to contact any of the authorized representatives identified on Exhibit Cin Part B of Schedule 1, the Escrow Agent is hereby authorized both but shall be under no duty to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Party A or Party B’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “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 parties hereto Additionally, the Parties acknowledge that repetitive funds transfer instructions have been given to the Escrow Agent is authorized where only the date of the requested transfer, the amount of funds to deliver be transferred, and/or the description of the payment shall change within the repetitive instructions (“Standing Settlement Instructions”). Such Standing Settlement Instructions are set forth in Schedule 1. Escrow Agent may rely solely upon such Standing Settlement Instructions and all identifying information set forth therein for the Parties. Escrow Agent and the Parties agree that such Standing Settlement Instructions shall be effective as the funds transfer instructions of the Parties, without requiring a verifying callback, whether or not authorized, if such Standing Settlement Instructions are consistent with previously authenticated Standing Settlement Instructions for the Parties. The Parties acknowledge that such Standing Settlement Instructions are a security procedure and are commercially reasonable. 11.3 The Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Party A or Party B to identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an intermediary bank. The Escrow Agent may apply any funds in the Escrow Shares 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 custodian account of a recipient beneficiary’s bank or an intermediary bank designated. 11.4 If any funds transfer instruction requires payment in currency other than the currency of the Escrow SharesAccount and subject to applicable laws, as designated in a Joint Written Instructionthe Escrow Agent may convert the Escrow Fund to the currency of that instruction at the Escrow Agent’s then prevailing rate of exchange. The Escrow Agent may deduct its fee for such conversion from the payment amount.

Security Procedures. (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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 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 Buyer and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Buyer and/or Seller (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionby Buyer and Seller pursuant to joint written instructions.

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 the Escrow Escrowed Earnout Shares, including but not limited to any Joint Written Instruction 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 Escrowed 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 and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1 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 to any one or more of DraftKings’ executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto 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 is authorized to deliver or the Escrow Shares to 104H Trustee in accordance with the custodian account of a recipient of the Escrow Shares, as designated in a Joint Written Instructionterms hereof and ignore all others.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Depositor’s or Recipient’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General CounselPresident, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesProperty for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 1016, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Sharesdistribution, including any Joint Written Instruction transfer instructions that may otherwise be set forth in a written instruction permitted pursuant to Section 4 of this Agreement6, 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail)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 Exhibit C heretoSchedule 1, 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 on Exhibit Cin Schedule 1, 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 Buyer and/or Seller’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice PresidentOfficer or similar other titles, as the Escrow Agent may select. Such Senior 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) The parties hereto acknowledge Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Seller in writing. (d) Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Joint Written InstructionBuyer Claim Notice. (e) The Parties and the Escrow Agent acknowledge that the security procedures set forth in this Section 17 are commercially reasonable.

Security Procedures. (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 the Earnout Shares or Earnout Units or any cash dividends held in the Escrow SharesAccount, including but not limited to any Joint Written Instruction transfer instructions that may otherwise be set forth in Instructions permitted pursuant to Section 4 5 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) 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 SharesAccount, 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) mail at the number or e-mail address provided to the Company Issuer and the Sponsor 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 transfer instructions Instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), the Escrow Agent is authorized to seek confirmation of such instructions Instructions by telephone call-back to the person or persons designated on Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions the Instructions from and seek confirmation of such instructions Instructions by officers of the Company (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of or Executive Vice PresidentPresident of the Issuer and Falcon’s (collectively, the “Senior Officers”) as the Escrow Agent may select. Such 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 parties hereto Issuer, Falcon’s and the Earnout Participants acknowledge that 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 the Escrow Shares Account to be released to an Earnout Participant to the custodian account of a recipient of the Escrow Shares, as designated by such Earnout Participant in a Joint Written Instructionwriting.

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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesEscrowed 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 or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 or other electronic transmission (including e-mail), telecopier the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Company’s or Canaccord’s executive officers (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 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 hereto to this Agreement acknowledge that these security procedures are commercially reasonable. All funds transfer instructions must include the signature of the person(s) authorizing said funds transfer, which shall be an individual who is designated to give funds transfer instructions as designated in Schedule 2. Company acknowledged that the Escrow Agent is authorized to deliver use the Escrow Shares following funds transfer instructions to the custodian account 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 a recipient of the Escrow Shares, as designated in a Joint Written Instruction.Genesis Biopharma Inc. Account Number: 3113884161

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 the Escrow Sharesfunds, including but not limited to any Joint Written Instruction 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 or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow SharesFund, 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 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 or other electronic transmission (including e-mail)facsimile, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Exhibit C heretoSchedule 1 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 on Exhibit CSchedule 1 of this Escrow Agreement, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Equityholders’ Representative’s or the Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior Officer “Executive 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 parties hereto acknowledge Equityholders’ Representative acknowledges that the Escrow Agent is authorized to deliver 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(a) of this Escrow Agreement. The Buyer acknowledges that the Escrow Shares Agent is authorized to use the following funds transfer instructions to disburse any funds due to the custodian 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 of a recipient of the Escrow Shares, as designated in a Joint Written Instruction.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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Buyer’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Each Seller acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by Sellers’ Representative in writing. Buyer acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Buyer or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C 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 on Exhibit Cin Schedule 2, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company (collectivelyTuatara(collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, Secretary, President of or Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto acknowledge Tuatara acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated by Tuatara in a Joint Written Instructionwriting.

Security Procedures. If notices, instructions (a) Notwithstanding anything pursuant to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any a Joint Written Instruction permitted pursuant to Section 4 of this AgreementDirection or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Indemnitor’s or Indemnitee’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, Vice President of Executive Vice Presidentor more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesFunds for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit Cin Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers telephone call-back to any one or more of the Company Purchaser’s executive officers, (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of President, Chief Executive Officer, Controller, General Counsel, Counsel and Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such Senior 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 parties hereto acknowledge Sellers’ Representative acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares Asset to the custodian account of a or recipient of designated by the Sellers’ Representative in written. Purchaser acknowledges that the Escrow Shares, as designated Agent is authorized to deliver the Escrow Asset to the address provided for notice to Purchaser or any address provided in a Joint Written InstructionClaims 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 the Escrow Sharesdistribution, including but not limited to any Joint Written Instruction 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 SharesAsset, 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 Sponsor 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C heretoSchedule 1 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 on Exhibit Cin Schedule 1 hereof, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may selectbe designated in Schedule 1 hereof. Such 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 parties hereto acknowledge Parent and the Parent Stockholder Representatives acknowledges that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a or recipient of designated by Thunder Power Shareholders in writing, provided that such delivery shall be endorsed in writing by the Escrow Shares, as designated in a Joint Written InstructionParent 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 the Escrow Sharesdistribution, including but not limited to any transfer instructions that may otherwise be set forth in a Joint Written Instruction 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 SharesConsideration, 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 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 transfer instructions are so received by the Escrow Agent by facsimile 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 Exhibit C Schedule 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 on Exhibit CSchedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of the Company Parent and Purchaser (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice President, as the Escrow Agent may select. Such 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares Consideration to the custodian account of a recipient of the Escrow Shares, as designated by Parent in a Joint Written Instructionwriting.

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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 Principal Shareholders’ Representative after a reasonable amount of the authorized representatives identified on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 Principal Shareholders’ Representative. (c) Notwithstanding anything to the contrary herein, the Earnout Escrow Agent shall only deliver or distribute the Earnout Shares upon receipt of and in accordance with the delivery instructions set forth in the applicable Release Notice. (d) The parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.

Security Procedures. If notices, instructions (a) Notwithstanding anything to the contrary as set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Shares, including any Joint Written Instruction permitted pursuant to Section 4 of this AgreementWritten Direction or otherwise), may be given to the approvals, consents, requests, and other communications, are received by Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Shares, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor by the Escrow Agent in accordance with Section 10 and as further evidenced by a confirmed transmittal to that number. (b) In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including at its e-mail)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 Exhibit C Schedule 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 on Exhibit Csuch 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 Issuer’s executive officers of the Company (collectivelyeach, the an “Senior OfficersExecutive Officer”), as the case may be, which who shall include the individuals holding titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President of Executive Vice PresidentOfficer or more senior thereto, as the Escrow Agent may select. Such Senior Officer Executive 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 parties hereto to this Agreement acknowledge and agree that the security procedures set forth above are commercially reasonable. The Escrow Agent is authorized in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the parties hereto to deliver the identify (i) a beneficiary, (ii) a beneficiary’s bank, or (iii) an intermediary bank. The Escrow Shares to the custodian account of a recipient Agent may apply any of the Escrow SharesAssets for any payment order it executes using any such identifying number, as designated even where its use may result in a Joint Written Instructionperson 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 the Escrow Earnout Shares, including but not limited to any Joint Written Instruction 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 Earnout Shares, or any portion thereof, shall be deemed delivered and effective unless the Earnout Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided to the Company and the Sponsor 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 transfer instructions are so received by the Earnout Escrow Agent by facsimile or other electronic transmission 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 Exhibit C Schedule 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 on Exhibit Ctime, the Earnout Escrow Agent is hereby authorized both to receive written instructions from and seek written confirmation of such instructions by any one or more of PubCo’s executive officers of the Company (collectively, the “Senior Executive Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Legal Officer and Chief Financial Officer, President of Executive Vice President, as the Earnout Escrow Agent may select. Such Senior 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 parties hereto Parties acknowledge that the Escrow Agent is authorized to deliver the Escrow Shares to the custodian account of a recipient of the Escrow Shares, as designated security procedures set forth in a Joint Written Instructionthis Section 11 are commercially reasonable.