ESCROW AGREEMENT THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of ______________ 20__ (the “Effective Date”), by and among ______________ (the “Buyer”), _____________________________________, (the “Seller”), and ______________________ (“Escrow Agent”). WITNESSETH: WHEREAS, pursuant to the terms of a ___________ Agreement, dated ___________, 20__, by and between Buyer and Seller, ______________ (the “___________ Agreement”), the Buyer is required to deposit with the Escrow Agent to be held and distributed pursuant to the terms of this Agreement; and WHEREAS, the parties hereto desire that the Escrow Agent act as escrow agent hereunder, and the Escrow Agent is willing to do so, all upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: 1. Definitions. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Purchase Agreement. 2. Appointment of the Escrow Agent. The Buyer and Seller hereby jointly appoint the Escrow Agent to serve as escrow agent hereunder pursuant to and for the purposes of this Agreement. The Escrow Agent hereby accepts such appointment and agrees to provide the services specified herein. 3. Deposit. Upon the Closing of the transactions contemplated pursuant to the ___________ Agreement, the Buyer shall deposit with the Escrow Agent the _____________. All amounts paid to the Escrow Agent pursuant to the terms of this Escrow Agreement, together with all interest earned thereon or other amounts earned with respect thereto (the “Income”), shall constitute the “Escrow Funds” to be held in a segregated account (the “Escrow Account”) and invested pursuant to the terms and conditions hereof. 4. Acceptance; Investment of Funds. The Escrow Agent agrees to act as escrow agent and to hold and dispose of the Esc