THIS ESCROW AGREEMENT is entered into on 29 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the "Grantee")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the "Grantor")

(3)            PARTY_3_NAME whose principal place of business is at PARTY_3_ADDRESS_SINGLE_LINE (the "Escrow Agent")

Whereas

(A) By a share option agreement dated DATE (the “Share Option Agreement”), the Grantor shall grant to the Grantee a call option and are required to execute and/or deliver certain documents (“Documents”) to the Escrow Agent. 

(B) The Grantor and the Grantee have agreed to appoint the Escrow Agent to hold the Documents and the Escrow Agent agrees to such appointment on the terms and subject to the conditions of this Agreement.  

(C) The Documents have been signed but have not been delivered by any of the parties to them to the relevant counterparties, and are to be held by the Escrow Agent on the terms and subject to the conditions set out in this Agreement.

It is agreed as follows:

1. Interpretation

1.1 Each expression defined in the Share Option Agreement shall, except where expressly defined otherwise in this Agreement or where the context otherwise requires, have the same meaning in this Agreement.

1.2 In this Agreement:

“Anti-Money Laundering and Anti-Bribery Laws” means all applicable anti-money laundering and anti-bribery law or regulation in any jurisdiction to which Vienna Diplomacy, Fund Provider, and its Affiliates are subject, whether in connection with or arising from the Anti-Money Laundering, Counter-Terrorist Financing, Organized and Serious Crimes, the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions or otherwise and including the U.S. Foreign Corrupt Practices Act, the US Money Laundering Control Act of 1986, Public Law 99-570, the US Bank Secrecy Act and the UK Bribery Act.