AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account (#XXXXXX). The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, [Insert Name of Claimant] hereby notifies you that it is making a claim against [Insert Name of Respondent] for the full amount of the Escrow Funds. The factual basis for this claim is as follows: [insert facts] Payment of the Escrow Funds pursuant to this claim shall be delivered as follows: [insert instructions for payment] Sincerely, [INSERT NAME OF CLAIMANT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, the undersigned hereby notifies you that it objects to [Insert Name of Claimant] Claim Notice dated _____ , 2011, and requests that you hold the Escrow Funds until a Final Determination. The factual basis for this objection is as follows: [insert facts] Sincerely, [INSERT NAME OF RESPONDENT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, Parent, on behalf of itself and Merger Sub, and Company hereby authorize and direct you to pay the entire Escrow Funds as follows: [insert agreed upon instructions for payment] Sincerely, By: Name: Title: By: Name: Title: Company ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 303-444-0900 (ext. 2185) /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 303-444-0900 (ext. 2127) /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 (ext 7421) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Parent ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 (ext. 7801) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 (ext. 7421) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 (ext. 7801) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ SCHEDULE OF FEES FOR ESCROW AGENT SERVICES The one-time fee covers the administration of Escrow Agent Services, including the maintenance of proper records and performance of duties required under the terms of the Deposit Escrow Agreement. The one-time fee is for a period of 12 months; thereafter, a monthly fee of $250.00 will be billed. OUT-OF-POCKET & LEGAL EXPENSES (if applicable): Reimbursement of direct expenses associated with the performance of our duties including, but not limited to, publications, mailings, legal fees and travel expenses.
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AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account (#XXXXXXDDAFC5). The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, [Insert Name of Claimant] hereby notifies you that it is making a claim against [Insert Name of Respondent] for the full amount of the Escrow Funds. The factual basis for this claim is as follows: [insert facts] Payment of the Escrow Funds pursuant to this claim shall be delivered as follows: [insert instructions for payment] Sincerely, [INSERT NAME OF CLAIMANT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, the undersigned hereby notifies you that it objects to [Insert Name of Claimant] Claim Notice dated _____ , 20112012, and requests that you hold the Escrow Funds until a Final Determination. The factual basis for this objection is as follows: [insert facts] Sincerely, [INSERT NAME OF RESPONDENT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, Parent, on behalf of itself and Merger Sub, and Company hereby authorize and direct you to pay the entire Escrow Funds as follows: [insert agreed upon instructions for payment] Sincerely, By: Name: Title: By: Name: Title: Company ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 303-444-0900 (ext. 2185) /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 303-444-0900 (ext. 2127) /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 (ext ext. 7421) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Parent ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 (ext. 7801) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 (ext. 7421) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 (ext. 7801) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ SCHEDULE OF FEES FOR ESCROW AGENT SERVICES The one-time fee covers the administration of Escrow Agent Services, including the maintenance of proper records and performance of duties required under the terms of the Deposit Escrow Agreement. The one-time fee is for a period of 12 months; thereafter, a monthly fee of $250.00 will be billed. OUT-OF-POCKET & LEGAL EXPENSES (if applicable): Billed at Cost Reimbursement of direct expenses associated with the performance of our duties including, but not limited to, publications, mailings, legal fees and travel expenses.
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AUTOMATIC AUTHORIZATION. In the absence of specific written direction to the contrary, U.S. Bank is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account (#XXXXXX)Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions. BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 Each of the Deposit following person(s) is a Depositor Representative authorized to execute documents and direct Escrow Agreement Agent as to all matters, including fund transfers, address changes and contact information changes, on Depositor’s behalf (“Deposit Escrow Agreement”)only one signature required): Name Specimen signature Telephone No. Name Specimen signature Telephone No Name Specimen signature Telephone No The following person not listed above is authorized for call-back confirmations: [ ] Name Telephone Number [ ], dated October 152016 To the Purchasers of the Notes and Warrants of Aradigm Corporation listed on Exhibit A attached hereto and Nomura Securities International, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), Inc. Worldwide Plaza ▇▇▇ ▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, [Insert Name of Claimant] hereby notifies you that it is making a claim against [Insert Name of Respondent] for the full amount of the Escrow Funds. The factual basis for this claim is as follows: [insert facts] Payment of the Escrow Funds pursuant to this claim shall be delivered as follows: [insert instructions for payment] Sincerely, [INSERT NAME OF CLAIMANT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, the undersigned hereby notifies you that it objects to [Insert Name of Claimant] Claim Notice dated _____ , 2011, and requests that you hold the Escrow Funds until a Final Determination. The factual basis for this objection is as follows: [insert facts] Sincerely, [INSERT NAME OF RESPONDENT] By: Name: Title: BANK ADDRESS Attention: Ladies and Gentlemen: Pursuant to Section 3 of the Deposit Escrow Agreement (“Deposit Escrow Agreement”), dated October 15, 2012, by and among LFP Broadcasting, LLC, a Delaware limited liability company (“Parent”), ▇▇▇▇▇ Broadcast, Inc., a Colorado corporation (“Merger Sub”), New Frontier Media, Inc., a Colorado corporation (“Company”), and you, Parent, on behalf of itself and Merger Sub, and Company hereby authorize and direct you to pay the entire Escrow Funds as follows: [insert agreed upon instructions for payment] Sincerely, By: Name: Title: By: Name: Title: Company ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 303-444-0900 (ext. 2185) /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Company ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ 303-444-0900 (ext. 2127) /s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Parent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 Ladies and Gentlemen: This firm has acted as counsel to Aradigm Corporation, a California corporation (ext 7421the “Company”), in connection with the issuance and sale of $[ ] aggregate principal amount of the Company’s 9.0% Convertible Senior Notes due 2021 (the “Notes”) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Parent ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 and warrants (ext. 7801the “Warrants”) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 323-651-5400 to purchase shares of the Company’s Common Stock (ext. 7421the “Warrant Shares”) /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Merger Sub ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 323-651-5400 (ext. 7801) /s/▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ SCHEDULE OF FEES FOR ESCROW AGENT SERVICES The one-time fee covers the administration of Escrow Agent Services, including the maintenance of proper records and performance of duties required under pursuant to the terms of the Deposit Escrow Securities Purchase Agreement, dated April 21, 2016 (the “Agreement”), by and between the Company and the purchasers set forth on Exhibit A attached hereto (the “Purchasers”) and an Indenture, dated as of April 25, 2016 (the “Indenture”), among the Company and U.S. Bank National Association, as trustee (the “Trustee”), relating to the Notes. This opinion letter is furnished to you pursuant to the requirements set forth in Section 6.3(d) of the Agreement in connection with a Closing thereunder on the date hereof. Capitalized terms used herein that are defined in the Agreement have the meanings set forth in the Agreement, unless otherwise defined herein. For purposes of the opinions, which are set forth in paragraphs (a) through (l) below (the “Opinions”), and any other statements made in this letter, we have examined copies of the documents listed on Schedule 1 attached hereto (the “Documents”). We believe the Documents provide an appropriate basis on which to render the Opinions. In our examination of the Agreement and the other Documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all of the Documents, the authenticity of all originals of the Documents and the conformity to authentic originals of all of the Documents submitted to us as copies (including telecopies). As to all matters of fact relevant to the Opinions and other statements made herein, we have relied on the representations and statements of fact made in the Documents, we have not independently established the facts so relied on, and we have not made any investigation or inquiry other than our examination of the Documents. The one-time fee Opinions are given, and other statements are made, in the context of the foregoing. For purposes of this opinion letter, we have assumed that (i) each party to the Indenture other than the Company has all requisite power and authority under all applicable laws, rules, regulations and governing documents to execute, deliver and perform its obligations under the Indenture, and each of such other parties has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Indenture against the Company, (ii) each of such other parties has duly authorized, executed and delivered the Indenture, (iii) each party to the Indenture is validly existing and in good standing in all necessary jurisdictions (except for the Company in the State of California to the extent stated in paragraph (a) below), (iv) the Indenture constitutes a period valid and binding obligation of 12 months; thereaftereach of such other parties, a monthly fee enforceable against each of $250.00 will be billed. OUT-OF-POCKET & LEGAL EXPENSES such other parties in accordance with its terms, (if applicable): Reimbursement v) there has been no mutual mistake of direct expenses associated fact or misunderstanding, or fraud, duress or undue influence, in connection with the negotiation, execution or delivery of the Indenture, and the conduct of all parties to the Indenture has complied with any requirements of good faith, fair dealing and conscionability, and (vi) there are and have been no agreements or understandings among the parties, written or oral, and there is and has been no usage of trade or course of prior dealing among the parties (and no act or omission of any party), that would, in any such case, define, supplement or qualify the terms of the Indenture. We have also assumed the validity and constitutionality of each relevant statute, rule, regulation and agency action covered by this opinion letter. For purposes of the opinions set forth in paragraph (g) below, we have made the following further assumptions: (i) that all orders, judgments, decrees, agreements and contracts would be interpreted in accordance with their plain meaning and that the meaning of terms in such agreements and contracts would be what lawyers generally understand them to mean under California Law (as defined below), notwithstanding that such agreements and contracts may be governed by the laws of a different jurisdiction; (ii) that the Company will not in the future take any discretionary action (including a decision not to act) permitted under the Indenture and the Agreement (the “Operative Agreements”) that would result in a violation of law or constitute a breach or default under any order, judgment, decree, agreement or contract; (iii) that the Company will obtain all permits, consents, and governmental approvals required in the future, and take all actions required, which are relevant to performance of our duties includingthe transactions contemplated under the Operative Agreements or performance of the Operative Agreements; and (iv) that all parties to the Operative Agreements will act in accordance with, but not and will refrain from taking any action that is forbidden by, the terms and conditions of the Operative Agreements. The Opinions are based as to matters of law solely on applicable provisions of the following, as currently in effect: (i) as to the opinions expressed in paragraphs (a), (b), (c)(i), (c)(iii), (d)(i), (d)(iii), (e), (f)(i), (g)(i), (h) and (l)(i), the California Corporations Code (the “Corporation Act”), (ii) as to the opinions expressed in paragraph (c)(ii), (c)(iv), (d)(ii), f(ii), and (l)(ii), internal New York state law (“New York Law”), (iii) as to the opinions expressed in paragraphs (g)(iii) and (g)(iv), subject to the exclusions and limitations set forth in this opinion letter, internal California state law (“California Law”), (iv) as to the opinions expressed in paragraphs (g)(ii) and (h), subject to the exclusions and limitations set forth in this opinion letter, (A) federal statutes, rules and regulations (“Applicable Federal Law”) and (B) New York and California state statutes, rules and regulations (“Applicable State Law”), (v) as to the opinions expressed in paragraph (i), the Securities Act of 1933 and the rules and regulations promulgated thereunder, (vi) as to the opinions expressed in paragraph (j), the Investment Company Act of 1940 and the rules and regulations promulgated thereunder, and (vii) as to the opinions expressed in paragraph (k), the Trust Indenture Act of 1939 and the rules and regulations promulgated thereunder. Based upon, subject to and limited toby the assumptions, publicationsqualifications, mailingsexceptions, legal fees and travel expenses.limitations set forth in this opinion letter, we are of the opinion that:
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