Escrow Account Statements and Information. The Escrow Agent agrees to send to ​ and Buyer a copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices for providing account statements to its non-escrow clients, and to also provide ​ and Buyer upon request other deposit account information, including Escrow Account balances, by telephone or by computer communication, to the extent practicable. Each of ​ and Buyer agrees to complete and sign all forms or agreements required by the Escrow Agent for that purpose. Further, each of the Transaction Parties may receive e-mail notification of incoming and outgoing wire transfers of requested and subsequently approved by the Escrow Agent, in which case each Transaction Party agrees to provide a valid e-mail address and other information necessary to set-up this service and sign all forms and agreements required for such service. Each Transaction party consents to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es). The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.

Escrow Account.EXAD shall verify the certificates have been deposited in Escrow as per the table on [Schedule A].

The Committee will furnish each Participant, or make available to each Participant on-line, periodic statements of the value of each of his/her Deferral Accounts.

Account Statements. Within a reasonable time following the end of each calendar year, the Company shall render an annual statement to each Participant. The annual statement shall report the number of Shares credited to the Participant's Share Account as of December 31

ARTICLE # -- INVESTMENT FUNDS 11

The Escrow Agent shall invest the Escrow Funds pursuant to joint written instructions signed by Seller and ​; provided, however, the investment instructions shall be limited to:

Inspection Rights and Account Statements. ​ and Seller have the right, upon reasonable advance notice to the Escrow Agent, to inspect and obtain copies of the records of the Escrow Agent pertaining to this Agreement and to receive monthly reports of the status of the Escrow Account. On or before the 10th Business Day following each month during the term of this Agreement, the Escrow Agent shall deliver account statements to ​ and Seller with respect to the Escrow Account for the prior month, which statements will include the account balance, disbursements made pursuant to [Section 4] and Escrow Income earned during the preceding month. On or before the 10th Business Day following each month during the term of this Agreement, the Escrow Agent shall deliver to ​ and Seller notice of the amount of any Unresolved Claims with respect to the Escrow Account for the prior month.

Statements of Account Balances. As soon as practicable after the end of each Plan Year, the Committee will provide to each Participant, or his or her Beneficiary, a statement showing with respect to each Account of such Participant: # the balance of such Account on January 1 of such Plan Year, # all Equivalents attributable to such Account during such Plan Year, # all distributions from such Account during such Plan Year and # the balance of such Account on December 31 of such Plan Year. During each Plan Year, the Committee may provide statements quarterly setting forth the balance of each Account of a Participant as at the end of a quarter and such other information in respect thereof as the Committee shall deem appropriate. If a Participant has Accounts with more than one Employer, the reports and records relating to such Accounts will be reported to the Participant without indicating which Employer established the Account, unless such Employer is bankrupt or insolvent.

""Escrow Account" means the account described in the Escrow Agreement."

As of the date of this Agreement, the parties have established an Escrow Account with the Escrow Agent (the “Escrow Account”).