APPROVED TOBACCO ESCROW AGREEMENT Page 1 of 31 JUS-TOB6 (Rev. 1/24/19) APPROVED TOBACCO ESCROW AGREEMENT This Escrow Agreement is made and entered into this day of , 20, by (the 223Company224) and (the 223Escrow Agent224) and supersedes all prior escrow agreements, if any, that the Company and the Escrow Agent were operating under for each Beneficiary State listed in Attachment A and those other Master Settlement Agreement (223MSA224) States that the Company and the Escrow Agent subsequently agree to include as Beneficiary States under this Escrow Agreement. WITNESSETH: WHEREAS, all MSA States have enacted Non-Participating Manufacturer Statutes and regulations (223NPM Statute224) that require Tobacco Product Manufacturers that have not entered into the MSA (referred to as 223Non-Participating Tobacco Manufacturers224 or 223NPMs224) to establish a Qualified Escrow Fund, and WHEREAS, the Company is an NPM and intends to comply with the NPM Statute by establishing a Qualified Escrow Fund with respect to MSA States in which the Company222s Cigarettes are sold. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned parties hereto agree as follows: SECTION 1: Appointment of Escrow Agent The Company hereby appoints to serve as Escrow Agent under this Escrow Agreement on the terms and conditions set forth herein. The Escrow Agent warrants that it is a federally or state-chartered financial institution organized and existing under the laws of the State of , having assets of at least one billion dollars ($1,000,000,000), and is not an Affiliate of any Tobacco Product Manufacturer as defined in the NPM Statute. By its execution hereof, the Escrow Agent hereby accepts such appointment and agrees to perform its duties and obligations set forth herein. American LegalNet, Inc. www.FormsWorkFlow.com APPROVED TOBACCO ESCROW AGREEMENT Page 2 of 31 JUS-TOB6 (Rev. 1/24/19) SECTION 2: Definitions A. Capitalized terms used in this Escrow Agreement and not otherwise defined herein or in the Beneficiary State222s NPM Statute shall have the meaning given to such terms in the MSA. B. 223Beneficiary State224 means an MSA State for whose benefit funds are being escrowed pursuant to the NPM Statute. For purposes of this Escrow Agreement, the Beneficiary States are those listed in Attachment A hereto, which is attached and hereby incorporated by reference, and those other MSA States that the Company and the Escrow Agent may hereafter agree to include as Beneficiary States. The Escrow Agent is authorized to include other Beneficiary States under this Escrow Agreement by written notice from the Company and is further authorized to revise Attachment A to reflect additional Beneficiary States as instructed by the Company. Whenever Attachment A is updated, the Escrow Agent shall: (i) obtain signatures on Attachment A from authorized representatives of both the Company and Escrow Agent; and (ii) provide an updated copy of Attachment A to all the Beneficiary States listed on Attachment A. C. 223Company224 means the signatory NPM bound by the terms and conditions of this Escrow Agreement and includes all of the Company222s subsidiaries and affiliates. D. 223Cost Basis224 means (i) for cash, the dollar amount deposited; and (ii) for the other Permitted Investments, the amount paid, excluding accrued interest, by the holder to buy the United States Treasury Securities or the Money Market Fund shares. These amounts may also be known as the tax basis, book value, or tax cost basis. E. 223Deposit Date224 means the date QEF Principal was deposited into a QEF Sub-Account. F. 223Escrow Assignment Statute224 means a state statute that permits the owner of a Qualified Escrow Fund to make a permanent and irrevocable assignment of funds held in a Company222s QEF Sub-Account to the Beneficiary State designated for the Sub-Account, such as section 104557.1 of the California Health and Safety Code. Exercise of an Escrow Assignment Statute does not relieve a manufacturer from any past, current, or future liability, obligation, or duty imposed by a Beneficiary State222s NPM Statute. The assignment of escrow pursuant to this American LegalNet, Inc. www.FormsWorkFlow.com APPROVED TOBACCO ESCROW AGREEMENT Page 3 of 31 JUS-TOB6 (Rev. 1/24/19) section is not a Released Claim as defined in the MSA. Under this Escrow Agreement, the term Escrow Assignment Statute shall apply only to the assignment of funds to a Beneficiary State and shall not be construed nor used to assign any funds to an individual, organization, other government entity, or other sovereign. G. 223Face Value224 means: (i) for cash, the dollar amount deposited; (ii) for Money Market Funds, the number of shares held multiplied by the stated value per share; and (iii) for United States Treasury Securities, the amount of principal owed to the holder upon maturity of the security. These amounts may also be known as the par value or principal value. H. 223Interest224 means the interest and other appreciation earned by the Company on its Permitted Investments of QEF Principal, provided that the funds at issue are not: (i) QEF Principal; or (ii) required to be retained in the QEF Sub-Account and counted as QEF Principal under subdivision (D)(ii) of Section 4 this Escrow Agreement. I. 223Ledger224 means a spreadsheet or other writing that clearly reflects for each Beneficiary State listed in Attachment A: i. the dates and amounts of all deposits and withdrawals of QEF Principal and Returns from each Beneficiary State222s QEF Sub-Account; ii. the Sales Year and Deposit Date for each deposit or withdrawal of QEF Principal from each Beneficiary State222s QEF Sub-Account; and iii. the Minimum QEF Principal On-Deposit for each Beneficiary State222s QEF Sub-Account. J. 223Master Settlement Agreement224 or 223MSA224 means the settlement agreement entered into in 1998 by the four largest United States222 tobacco manufacturing companies (the 223Original Participating Manufacturers224 or 223OPMs224) and 46 states of the United States (excluding Texas, Florida, Minnesota, and Mississippi), the District of Columbia, Guam, Northern Mariana Islands, the U.S. Virgin Islands, Puerto Rico, and American Samoa to settle certain claims against the OPMs arising out of the sale, advertising, and consumption of certain tobacco products, including Cigarettes, a copy of which has been provided to the Escrow Agent by the Company and is available electronically at www.naag.org/assets/redesign/files/msa- tobacco/MSA.pdf. American LegalNet, Inc. www.FormsWorkFlow.com APPROVED TOBACCO ESCROW AGREEMENT Page 4 of 31 JUS-TOB6 (Rev. 1/24/19) K. 223Minimum QEF Principal On-Deposit224 means (i) the total of all QEF Principal deposited into a Beneficiary State222s QEF Sub-Account(s); less (ii) the total of all QEF Principal withdrawn from the Beneficiary State222s QEF Sub-Account(s) under subdivision (B) of Section 5 of this Escrow Agreement. L. 223Money Market Fund224 means a money market mutual fund invested solely in United States Treasury Securities and/or cash and regulated under Rule 2a-7 of the Investment Company Act of 1940. M. 223MSA State224 means any one of the 46 states of the United States (excluding Texas, Florida, Minnesota, and Mississippi), the District of Columbia, Guam, Northern Mariana Islands, the U.S. Virgin Islands, Puerto Rico, and American Samoa, which jurisdictions settled under the MSA. N. 223NPM Statute(s)224 means the law, laws, and/or regulations, as amended, enacted in each MSA State that require a Non-Participating Manufacturer to establish a Qualified Escrow Fund. The Company shall provide a copy of the NPM Statute for each Beneficiary State under this Escrow Agreement to the Escrow Agent. O. 223Permitted Investments224 means the ways in which QEF Principal may be invested, which shall be limited to the following: (i) United States Treasury Securities, (ii) cash, or (iii) Money Market Fund. P. 223Qualified Escrow Fund224 means an escrow arrangement with a federally or state-chartered financial institution