“Escrow Agreement” means an agreement between the Company, the Escrow Agent and a Grantee, in the form specified by the Committee, under which shares of

“Escrowed Funds” means the funds held by the Escrow Agent from time to time pursuant to the Escrow Agreement.

Claims in Excess of the Escrow Funds. If the amount of any payment required to be made by the Escrow Agent to ​ pursuant to Section 4(a) with respect to an Escrow Notice exceeds the amount of Escrow Funds, the Escrow Agent shall pay to ​ the entire amount of Escrow Funds (including any Escrow Income). Notwithstanding that payment, the rights of ​ or any ​ Indemnified Party under the Purchase Agreement may not be satisfied or extinguished, and any ​ Indemnified Party may be entitled to recover the balance of any amounts owed to them under the Purchase Agreement in accordance with the terms thereof.

The Parties acknowledge that on the Effective Date, the Buyer shall deliver to the Escrow Agent the sum of $30,000, constituting the “Purchase Price” pursuant to the instructions as set forth in Section 1(b), which shall be deposited into a non-interest-bearing account at the [[Organization A:Organization]] (the “Bank”) entitled “[[Escrow Agent:Organization]] IOTA Trust Account” (the “Escrow Account”). As set forth in the Agreement, Escrow Agent shall withhold from the Purchase Price the costs and fees due to the Escrow Agent pursuant to this Agreement and such other fees and expenses as are due and payable to Escrow Agent as of the Effective Date, and shall advance the remaining amount to [[Transaction Party:Organization]] pursuant to wire instructions previously provided by [[Transaction Party:Organization]] to the Escrow Agent, and no additional instructions or authorizations shall be required from either [[Transaction Party:Organization]] or the Buyer with respect thereto.

Release of Escrow Funds. The Escrow Funds shall be paid by the Escrow Agent in accordance with the following:

Acceptance by Escrow Agent. The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:

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:

Indemnification of Escrow Agent. ​ and Seller shall jointly and severally indemnify and hold the Escrow Agent harmless from and against any liability, loss, damage or expense (including, without limitation, reasonable and documented attorneys’ fees) that the Escrow Agent may incur in connection with this Agreement and its performance hereunder or in connection herewith, including with respect to any claim asserted by either ​ or Seller, or any other person or entity, except to the extent such liability, loss, damage or expense is determined by a court of competent jurisdiction to have been directly caused by Escrow Agent’s willful misconduct, bad faith or gross negligence. ​ and Seller further agree, jointly and severally, to indemnify Escrow Agent for all costs, including without limitation reasonable attorney’s fees, incurred by Escrow Agent in connection with the enforcement of ​’s and Seller’s obligations hereunder. ​ and Seller further agree, solely as between themselves, that the indemnification provided for under this Section shall be allocated and paid in the same manner as fees and expenses under Section 12. The indemnification provided for under this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

Escrow Fees and Costs. ​ and Seller jointly and severally agree to pay the fees and expenses (including reasonable and documented attorneys’ fees and indemnity amounts) of the Escrow Agent for the services to be rendered by the Escrow Agent pursuant to this Agreement in accordance with the fee schedule attached as Exhibit B hereto, provided that ​ and Seller further agree, solely as between themselves, that each shall pay 50% of such fees and expenses. The obligations of ​ and Seller under this Section shall survive any termination of this Agreement and the resignation or removal of Escrow Agent.

Investment of Escrow Funds. So long as the Escrow Agent shall hold any funds in the Escrow Fund, the Escrow Agent shall invest such funds in such Authorized Investments as Seller may designate in writing to the Escrow Agent. For purposes of this Agreement, the term “Authorized Investments” shall mean # direct obligations of the United States of America, # any repurchase agreement or reverse repurchase agreement with any bank which is a member of the Federal Deposit Insurance Corporation (“FDIC”), and that has capital and surplus of not less than $100 million, or with any primary government bond dealer reporting to and trading with the Federal Reserve Bank of New York, provided that such agreement is secured by direct obligations of the United States of America, # shares of the Federated U.S. Government short-term fund, and # fully collateralized Certificates of Deposit of any bank which is a member of the FDIC and which has capital and surplus of not less than $100 million.