THIS ESCROW AGREEMENT (the Agreement) is dated [●] 2016.

BETWEEN:

(1)[●] (Party A),

(2)[●] (Party B),

(3) [●], a company incorporated under the laws of the [●], whose principal place of business is at [●], [●] (the JVC); and

(4)[●], a company registered in the [●] (with registration number [●]) having its registered office at [●], [●] (the Escrow Agent),

each a Party and, together, the Parties.

WHEREAS:

(A)On or about the date of this Agreement, Party A, Party B and the JVC have entered into a shareholders agreement in the form set out in Schedule 1 (the SHA);

(B)In accordance with clause 13 of the SHA, in certain events, Party A and Party B are entitled to initiate a “shoot procedure”; and

(C)Party A and Party B wish to appoint the Escrow Agent to act as an escrow agent in accordance with the terms of this Agreement, and the Escrow Agent wishes to accept such appointment.

IT IS AGREED as follows:

1.INTERPRETATION

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1.1Definitions

In this Agreement the following words and expressions shall have the following meanings: Agreement has the meaning given in the Recitals;

Business Day means a day (other than Saturday or Sunday) on which banks generally are open in [●] for the transaction of normal banking business;

Dispute has the meaning given in clause 12; Escrow Agent has the meaning given in the Recitals;

Escrow Agent Fee has the meaning given to it in clause 2.2;

Liquidity Event means, in relation to a person, the occurrence of any of the following events:

(a)it is generally unable or publicly admits inability to pay its debts as they fall due;

(b)a moratorium is declared in respect of any of its indebtedness; or

(c)any formal corporate action is taken by it or any legal proceedings or other formal procedure or step is taken (or any analogous procedure or step is taken in any jurisdiction) by or in relation to it in connection with: (i) winding up, bankruptcy, dissolution or administration; or (ii) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any of its assets;

Notice of Dispute has the meaning given in clause 12;

JVC has the meaning given in the Recitals;

Party A has the meaning given in the Recitals;

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Party B has the meaning given in the Recitals;

SHA has the meaning given in the Recitals; and

Working Hours means a period between 9.00 a.m. and 5.30 p.m. on a Business Day.

1.2Construction

(a)the singular includes the plural (and vice versa);

(b)headings are for convenience only and do not affect the construction of this Agreement;

(c)except where otherwise expressly stated, references to clauses and Schedules are to clauses of and schedules to this Agreement;

(d)reference to any agreement or document includes amendments and replacements of and supplements to such agreement or document; and

(e)references to any person include successors of such person and its permitted assignees and transferees.

2.APPOINTMENT OF THE ESCROW AGENT

2.1Party A, Party B and the JVC hereby irrevocably designate and appoint the Escrow Agent as escrow agent and the Escrow Agent accepts such designation and appointment in accordance with the terms and conditions of this Agreement. On or about the date hereof Party A issues to the Escrow Agent an irrevocable power of attorney the form of which is set forth in Schedule 2 hereto.1 On or about the date hereof Party B issues to the Escrow Agent an irrevocable power of attorney the form of which is set forth in Schedule 3 hereto.2

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2.2 The Escrow Agent shall in consideration for its duties and obligations hereunder receive an annual fee of EUR [●] (exclusive of VAT) (the Escrow Agent Fee) which amount shall be payable by each Parties in equal proportions on a monthly basis in equal instalments (the first instalment to be paid within 10 Business Days of the date of this Agreement and each following instalment to be paid within 10 Business Days of each calendar month thereafter), provided that the Escrow Agent submits to Party A and Party B the invoice for the relevant Escrow Agent Fee at least 10 Business Days before the due date of payment.

3. THE SHARE TRANSFER DOCUMENTS

3.1 Simultaneously with the execution of this Agreement Party A shall transfer to the Escrow Agent original duly executed and undated documents the forms of which are set out in Schedule 4 hereto (the Party A’s Documents).3

3.2 Simultaneously with the execution of this Agreement Party B shall transfer to the Escrow Agent original duly executed and undated documents the forms of which are set out in Schedule 5 hereto (the Party B’s Documents).4

4. RELEASE PROCEDURE

4.1Where Party A is the Purchasing Party (as defined in the SHA) and the Escrow Agent receives a notification from Party A thereof, the Escrow Agent shall:

(a)promptly notify Party B that the Escrow Agent was made aware by Party A that the latter is the Purchasing Party (such notification to be in a form set out in Schedule 6 hereof); and

(b)within [15] Business Days following such notification of Party B date and release to Party A the Party B’s Documents.

3 Note for [●]: means all documents required for transfer of the shares, please list them and prepare forms. 4 Note for [●]: means all documents required for transfer of the shares, please list them and prepare forms.

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4.2Where Party B is the Purchasing Party (as defined in the SHA) and the Escrow Agent receives a notification from Party B thereof, the Escrow Agent shall:

(a)promptly notify Party A that the Escrow Agent was made aware by Party B that the latter is the Purchasing Party (such notification to be in a form set out in Schedule 6 hereof); and

(b)within [15] Business Days following such notification of Party A date and release to Party B the Party A’s Documents.

4.3[provisions relating to the Deposit (as defined in the SHA) to be discussed with [●]].

5.ESCROW AGENT

5.1The Escrow Agent shall not be deemed to be a trustee and shall have no obligations save for those set out in this Agreement.

5.2To induce the Escrow Agent to act hereunder, it is further agreed by Party A, Party B and the JVC that:

5.2.1this Agreement expressly sets forth all the duties of the Escrow Agent which shall not be bound by (and shall be deemed not to have notice of) the provisions of any agreement entered into by or involving Party A, Party B and the JVC except for this Agreement and the SHA, and no implied duties or obligations of the Escrow Agent shall be read into this Agreement; and

5.2.2the Escrow Agent shall not be required to perform any of its obligations under this Agreement if performance would result in the Escrow Agent being in breach of any applicable law.

5.3 Party A and Party B agree, jointly and severally, to reimburse the Escrow Agent, its nominees, employees, officers, agents and affiliates on demand for, and to indemnify and hold the Escrow Agent, its nominees,

employees, officers, agents and affiliates harmless against and with respect to, any and all actions, proceedings (including, without limitation to the generality hereof, any arbitrations relating to or pursuant

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to this Agreement) claims, demands, losses, liabilities, damages, or reasonably incurred and documented out-of-pocket expenses (including, without limitation, attorneys’ fees and costs but excluding lost profits) that the Escrow Agent, its nominees, employees, officers, agents and affiliates may suffer or incur in connection with or arising out of this Agreement and/or the performance of the obligations of the Escrow Agent under this Agreement, except to the extent any such loss, liability, damage or expense arises from the Escrow Agent’s fault.

5.4Subject to confidentiality requirements being at least as strict as those set out in clause 10 (Confidentiality) of the SHA, the Escrow Agent may consult lawyers or professional advisers over any question as to the provisions of this Agreement or its duties and may act pursuant to the advice of lawyers or other professional advisers with respect to any matter relating to this Agreement.

5.5This clause 5 shall survive notwithstanding any termination of this Agreement or the resignation or replacement of the Escrow Agent in accordance with this Agreement.

5.6[In the event of any disagreement resulting in adverse claims or demands being made by the Parties in connection with the matters contemplated hereunder, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands made on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event the Escrow Agent will not be or become liable in any way or to any other Party or any other person for its failure or refusal to act, and it will be entitled to continue to so refrain from acting until (i) the rights of all Parties have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences will have been adjudged or all doubt resolved by an agreement of the Parties in writing, provided that the Escrow Agent will have been notified thereof in writing. In addition to the foregoing remedies, the Escrow Agent is hereby authorised, in the event of any doubt as to the course of action, to petition a court of competent jurisdiction for instructions.]

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6.ESCROW AGENT’S LIQUIDITY EVENT

The Escrow Agent shall immediately (and in any case within 2 Business Days) notify the other Parties in writing if it becomes aware that any Liquidity Event has occurred, is threatened or is reasonably likely to occur in relation to it or any person who (directly or indirectly) Controls (as defined in the SHA) it, in order to enable Party A and Party B to exercise their rights pursuant to clause to replace the Escrow Agent.

7.REPRESENTATIONS AND WARRANTIES

On the date of this Agreement, each Party represents and warrants to the each other Party that:

7.1.1it is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement;

7.1.2it has obtained all corporate authorisations and all other governmental, statutory, regulatory or other consents, licences and authorisations required to empower it to enter into and perform its obligations under this Agreement where failure to obtain them would materially and adversely affect its ability to enter into and perform its obligations under this Agreement;

7.1.3this Agreement will constitute valid and binding obligations of such Party in accordance with their respective terms;

7.1.4entry into and performance by the Party of this Agreement and the underlying transaction to which it relates will not:

(a)breach any provision of its memorandum and articles of association, by-laws or equivalent constitutional documents;

(b)result in a breach of any laws or regulations in its jurisdiction of incorporation or of any order,

decree or judgment of any court or any governmental or regulatory authority, where any such

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breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement; or

(c) breach the terms of any agreement to which it is a party, where any such breach would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement;

7.1.5no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or threatened against such Party, where any such proceedings would adversely affect to a material extent its ability to enter into or perform its obligations under this Agreement; and

7.1.6it is not bankrupt under the applicable law nor have any bankruptcy or similar proceedings been started or threatened against such Party, its assets or undertakings.

8.TERMINATION

This Agreement shall automatically terminate upon transfer by the Escrow Agent of the Party A’s Documents or the Party B’s Documents to Party B or Party A, as applicable, in accordance with the provisions of this Agreement.

9.NOTICES

Method of giving notice

9.1Any notice in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be:

(a)sent by fax to the relevant number set out in clause 9.3; or

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(b)delivered by hand or registered post or courier using an internationally recognised courier company to the relevant address in clause 9.3,

and in each case it shall be marked for the attention of the relevant party set out in clause 9.3 (or as otherwise notified from time to time in accordance with the provisions of this clause 9).

When notice deemed given

9.2A notice shall be effective upon receipt and shall be deemed to have been received (i) at the time of delivery, if delivered by hand, registered post or courier or (ii) at the time of transmission if delivered by fax, provided that in either case, where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.

Notice details

9.3The addresses and fax numbers of the parties for the purpose of clause 9.1 are:

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Change of details

9.4A Party may notify any other Party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this clause 9, provided that such notice shall only be effective on:

(a)the date specified in the notice as the date on which the change is to take place; or

(b)if no date is specified or the date specified is less than five (5) days after the date on which notice is given, the date following five (5) calendar days after notice of any change has been given.

Language

9.5All notices or formal communications under or in connection with this Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.

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