Common use of Escrow Agent Clause in Contracts

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s and without gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be carefully selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The parties further covenant, warrant and agree that the Escrow Agent undertakes Agent: A. Shall have no duty to collect any proceeds of the offering of the Shares. B. Undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be impliedread into this Agreement against the Escrow Agent. C. May act in reliance upon any writing or instrument or signature which it believes in good faith to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions hereof has been duly authorized to do so. D. Shall not be liable, in any manner, for the validity, sufficiency or correctness, as to form, manner and execution, of any instrument deposited in the Escrow Account or with respect to the identity, authority, or right of any person executing the same, and its duties hereunder shall be limited to the safekeeping of such moneys, instruments or other documents received by it as escrow holder and for the disposition of the same in accordance with the written instrument accepted by it in the Escrow Account. E. May consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall otherwise not be liable for acting any mistake of fact or refraining from acting error of judgment or any acts or omissions of any kind, unless caused by its willful misconduct or gross negligence. F. May resign upon any 30 days written noticenotice to the parties to this Agreement. If a successor Escrow Agent is not appointed within this 30 day period, instruction the Escrow Agent may petition a court of competent jurisdiction to name a successor. G. May, in the event of doubt as to its duties or request furnished liabilities under the provisions of this escrow, in its sole discretion, continue to it hereunder hold the monies which are the subject to this escrow until all interested persons mutually agree to the disbursement thereof, and believed by it may, in its sole discretion, file an action in interpleader to be genuine and to have been signed or presented by the proper party or partiesresolve such disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys, fees, in trial and appellate courts, in connection with the aforesaid interpleader action and shall be fully protected in suspending all or a part of its activities under no duty this Agreement until final judgment in the interpleader action is received. H. May accept directions hereunder from the Issuer or such other agents of the Issuer whose names and signatures are supplied to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall in a letter executed on behalf of the Issuer. I. Shall have no duty obligation to solicit pay interest on any payments which may be due it or the Escrow Fund. The funds so deposited. J. Except as set forth in Exhibit "A" to this Agreement, Escrow Agent shall not be liable earn a fee for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselservices hereunder; however, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, reimbursed by the Issuer for normal and routine banking charges incurred in its opinion, conflict connection with any the maintenance of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAccount.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Fund. Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Escrow Agent under this Escrow Agreement will be limited to the amount of fees paid to the Escrow Agent.

Escrow Agent. (a) The duties, responsibilities and obligations of the Escrow Agent undertakes shall be limited to perform only such duties as are those expressly set forth herein and no duties duties, responsibilities or obligations shall be inferred or implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may conclusively rely upon and shall not be liable for protected in acting or refraining from acting upon any written notice, instruction request, waiver, consent, receipt or request furnished other paper or document from any duly authorized officer or agent of AOLA, AOLB or Itau, not only as to it hereunder its due execution and believed by it the validity and effectiveness of its provisions, but also as to the truth of any information therein contained that the Escrow Agent in good faith believes to be genuine and as to have been signed or presented by which the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it actual notice of invalidity, lack of authority or other deficiency; provided, that this Section 18(a) shall in no way authorize the Escrow Fund. Agent to deviate from or fail to comply with the express terms of this Escrow Agreement. (b) The Escrow Agent shall not be liable for any action error of judgment, or for any act done or step taken or omitted by it in good faith faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection therewith, except for any liability arising from its (i) failure to comply with the extent that a court terms of competent jurisdiction determines that the this Escrow Agent’s Agreement or (ii) own gross negligence or negligence, willful misconduct was or bad faith. In the primary cause event of any loss dispute between or conflicting claims by or among AOLA, AOLB, Itau and/or any other person or entity with respect to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselNotes, accountants and other skilled persons to be selected and retained by it. The the Escrow Agent shall not be or become liable in any way to AOLA, AOLB and Itau for anything donecomplying with the terms of this Escrow Agreement. (c) The Escrow Agent shall be entitled to consult with competent and responsible counsel of its choice with respect to the interpretation of the provisions hereof, suffered and any other legal matters relating hereto, and shall be fully protected in taking any action or omitted omitting to take any action in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) Buyer and Seller hereby agree that ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Inc. shall be the Escrow Agent undertakes under this Agreement. (b) Escrow Agent shall hold the Deposit in accordance with the terms of Section 2.3. In the event of any disagreement among the parties to perform only such duties as are expressly set forth herein this Agreement or among them and no duties any other person, resulting in adverse claims and demands being made in connection with the Deposit, Escrow Agent shall be impliedentitled to refuse to comply with any such claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of the Deposit then held by it under this Agreement, and in doing so, Escrow Agent shall not become liable in any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of adverse claimants shall have been finally settled or adjudicated in a court having jurisdiction thereof, or (ii) all differences shall have been settled by agreement signed by both parties hereto. (c) Escrow Agent shall be responsible solely for the safekeeping of the Deposit. The Escrow Agent shall not be liable to Seller or Buyer for the performance or nonperformance of any term of this Agreement by Seller or Buyer and shall not be required to determine any questions of fact or law. Escrow Agent is authorized to act upon any documents which it reasonably believes to be genuine without incurring any liability with respect thereto. In the event litigation is commenced involving the Deposit or this Agreement, Escrow Agent shall have no liability under and no duty the right to inquire as to deposit the provisions Deposit with the clerk of any agreement other than this Escrow Agreement. The the court in which the litigation is pending, or if the Escrow Agent may rely upon is a party to such litigation, to interplead all interested parties in any court of competent jurisdiction and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder deposit the Deposit with the clerk of such Court. Seller and believed by it to be genuine and to have been signed or presented by Buyer agree that the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken error of judgment, or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s for any act or omission, other than willful misconduct, or for any negligence other than gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionnegligence.

Escrow Agent. (a) Except as expressly contemplated by this Agreement or by joint written instructions from the Purchaser and the Seller, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Fund or the Certificate, except pursuant to an order of a court of competent jurisdiction. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. The Escrow Agent undertakes shall neither be responsible for or under, nor chargeable with knowledge of the terms and conditions of, any other agreement, instrument or document in connection herewith, including but not limited to perform only such the Purchase Agreement. (c) In the performance of its duties as are expressly set forth herein and no duties hereunder, the Escrow Agent shall be impliedentitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may assume that any Person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so. The Escrow Agent shall have no liability under and no duty to inquire as to responsibility for the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content contents of any such document. The Escrow Agent shall have no duty to solicit writing contemplated herein and may conclusively rely without any payments which may be due it or liability upon the Escrow Fund. contents thereof. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, hereunder except in the case of its gross negligence, bad faith or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or omitted suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (e) The Escrow Agent shall have no duty as to the collection or protection of the Escrow Fund or income thereon or the Certificate, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such property actually in its possession. (f) As compensation for its services to be rendered under this Agreement, for each year or any portion thereof, the Escrow Agent has received a fee from the Seller in the amount specified in Schedule A to this Agreement and such payment and receipt thereof by the Escrow Agent is hereby acknowledged by the Escrow Agent. The Escrow Agent shall also be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in good connection with the preparation of this Agreement and the carrying out of its duties under this Agreement. All such fees and expenses shall be the responsibility of the Seller. (g) To the extent that the Escrow Agent becomes liable for the payment of taxes, including withholding taxes, in respect of income derived from the investment of funds held hereunder and/or possession of the Certificate or any payment made hereunder, the Escrow Agent may pay such taxes. The Escrow Agent may withhold from any payment of monies held by it hereunder such amount, as directed by the Seller and the Purchaser in writing, to be sufficient to provide for the payment of such taxes not yet paid, and may use the sum withheld for that purpose. The Escrow Agent shall be indemnified by the Seller and held harmless against any liability for taxes and for any penalties or interest in respect of taxes on such investment income and/or with respect to the possession of the Certificate or payments in the manner provided in Section 6(h). Each of the Seller and the Purchaser shall furnish to Escrow Agent such information as may be reasonably requested by the Escrow Agent so that the Escrow Agent may prepare and file with the Internal Revenue Service any required tax reports. (h) The Seller shall reimburse and indemnify the Escrow Agent its employees, directors, officers and agents for, and hold each harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys' fees, incurred without gross negligence, bad faith or willful misconduct on the part of the Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement; provided that the Purchaser shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any such loss, liability or expense incurred as a result of gross negligence, bad faith or willful misconduct on the part of the Purchaser. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in respect thereof is to be made against any of the other parties hereto, notify such other parties thereof in writing; but the failure by the Escrow Agent to give such notice shall not relieve such party from any liability which it may have to the Escrow Agent hereunder, except to the extent that such indemnifying party is materially prejudiced by such failure. For the purposes hereof, the term "expense or loss" shall include all amounts paid or payable to satisfy any claim, demand or liability, or in settlement of any claim, demand, action, suit or proceeding settled with the express written consent of the indemnifying party, and all reasonable costs and expenses, including, but not limited to, counsel fees and disbursements paid or incurred in investigating or defending against any such claim, demand, action, suit or proceeding. The Escrow Agent shall have no right of setoff under this Agreement or otherwise against amounts in the Escrow Fund or against the Certificate. (i) The Escrow Agent may at any time resign by giving twenty Business Days' prior written notice of resignation to the Seller and the Purchaser. The Seller and the Purchaser may at any time jointly remove the Escrow Agent by giving ten Business Days' prior written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having assets in excess of $2 billion, shall be appointed by the Seller and the Purchaser by written instrument executed by the Seller and the Purchaser and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Seller, the Purchaser or the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Fund and the Certificate of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within twenty Business Days of a notice of resignation by the Escrow Agent, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Fund and the Certificate until its receipt of designation of a successor Escrow Agent, and the Escrow Agent shall be entitled to apply to a court of competent jurisdiction determines that for the appointment of a successor. Upon its resignation and delivery of the Escrow Agent’s gross negligence or willful misconduct was Fund and the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselCertificate as set forth above, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands discharged from any party hereto which, and all further obligations arising in its opinion, conflict connection with any of the provisions of escrow contemplated by this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorIssuer. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the APA (each an “Underlying Agreement”), nor shall the Escrow Agent be required to inquire as determine if any person or entity has complied with any Underlying Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Underlying Agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of any Underlying Agreement, any schedule or exhibit attached to the provisions Agreement, or any other agreement among the Parties, the terms and conditions of any agreement other than this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Fund. Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) Except as expressly contemplated by this Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agreement or by joint written instructions from Buyer and no duties shall be implied. The Seller, the Escrow Agent shall have no liability under not sell, transfer or otherwise dispose of, in any manner, all or any portion of the Deposit Fund, except pursuant to an order of a court of competent jurisdiction. (b) The duties and no duty to inquire as to obligations of the provisions of any agreement other than Escrow Agent shall be determined solely by this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance or non-performance of such duties and obligations as are specifically set forth in this Escrow Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Escrow Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, hereunder while acting in good faith and in the exercise of reasonable judgment. The Escrow Agent may consult with independent counsel of its own choice and shall have full and complete authorization and protection for any action taken or omitted suffered by it hereunder in good faith and in accordance with the reasonable opinion of such counsel. (e) The Escrow Agent shall have no duty as to the collection or protection of the Deposit Fund or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. (f) As compensation for its services to be rendered under this Escrow Agreement, for each year or any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Escrow Agreement and shall be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in good faith except connection with the preparation of this Escrow Agreement and the carrying out of its duties under this Escrow Agreement. All such fees and expenses shall be paid by Seller. (g) The Escrow Agent may at any time resign by giving twenty (20) business days’ prior written notice of resignation to Buyer and Seller. Buyer and Seller may at any time jointly remove the Escrow Agent by giving ten (10) business days’ prior written notice signed by each of them to the extent Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank, trust company, or title insurance company having a corporate office in Phoenix, Arizona or St. ▇▇▇▇▇▇, Missouri and assets in excess of $100 million, and which shall be reasonably acceptable to Buyer, shall be appointed by Seller by written instrument executed by Seller and Buyer and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of Seller, Buyer or the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Deposit Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within twenty (20) business days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold the Deposit Fund until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by Buyer and Seller and termination of this Escrow Agreement in accordance with its terms. (h) In the event of any disagreement (other than as evidenced by a Certificate of Objections) between any of the parties (other than Escrow Agent) to this Escrow Agreement, or between them or any of them and any other person or entity resulting in conflicting or adverse claims or demands being made in connection with the Deposit Fund, or in the event that Escrow Agent, in good faith, shall be in doubt as to what action it should take hereunder, Escrow Agent at its option may refuse to comply with any claims or demands 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, Escrow Agent shall not be or become liable in any way or to any person or entity for its failure or refusal to act, and Escrow Agent shall be entitled to either; (i) continue so to refrain from acting until (A) the rights of all parties shall have been determined by a final and unappealable order of a court of competent jurisdiction determines or by a final and unappealable award of arbitrators, or (B) all differences shall have been resolved by agreement among all of the interested persons or entities, and Escrow Agent shall have been notified thereof in writing signed by all such persons or entities, or (ii) file an interpleader action in any court of competent jurisdiction. (i) Buyer and Seller shall jointly and severally indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax (other than any tax associated with the receipt by the Escrow Agent of fees, expenses and other payments hereunder), liability and expense that the may be incurred by Escrow Agent arising out of or in connection with its duties, obligations or performance as Escrow Agent hereunder, except as caused by Escrow Agent’s gross negligence or willful misconduct was misconduct, including the primary cause legal costs and expenses of any loss bringing an interpleader action pursuant to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorneySection 8(h)(ii) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it Agreement and of defending itself against any claim or liability in connection with its performance or non-performance hereunder. The terms of this Section 8(i) shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all survive the termination of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement and, with respect to claims arising in connection with Escrow Agent’s duties while acting as such, the contrary notwithstanding, in no event shall the resignation or removal of Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such documentdocument except as provided herein. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundDeposit. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to OneMedNet or the Issuer or DepositorInvestors. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Any notice, document, instruction or request delivered by a Party but not contemplated under this Agreement may be disregarded by Escrow Agent. Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Deposit, including, without limitation, the Escrow Deposit nor shall Escrow Agent shall not be liable for have any action taken duty or omitted by it in good faith except obligation to confirm or verify the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence accuracy or willful misconduct was the primary cause correctness of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult amounts deposited with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between the Co-Issuers and the Placement Agent, in connection herewith, if any, including without limitation the Offering Document , nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Offering , any schedule or exhibit attached to this Agreement, or any other agreement other than among the Co-Issuers and the Placement Agent, the terms and conditions of this Escrow AgreementAgreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any party, any beneficiary or partiesother person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Funds, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 11. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Funds, including, without limitation, the Escrow Fund. Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Co-Issuers and Placement Agent which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Co-Issuers agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties (a) Except as are expressly set forth herein contemplated by this Agreement or by written instructions from the Company, the Sub and no duties shall be implied. The their permitted assigns, the Escrow Agent shall have no liability under not deliver any funds constituting the Escrow Fund, except pursuant to an order of a court of competent jurisdiction. (b) The duties and no duty obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to inquire as rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the provisions truth or accuracy of any agreement other than this Escrow Agreementstatement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished Person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken taken, suffered or omitted by it to be taken, hereunder except in good the case of its negligence, bad faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any consult with counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys own choice (including in-house counsel) and shall be liable only have full and complete authorization and protection for the careful selection of any such agent action taken or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained suffered by it. The Escrow Agent shall not be liable for anything done, suffered or omitted it hereunder in good faith by it and in accordance with the advice or opinion of any such counsel. (e) The Sub and the Company shall reimburse and indemnify the Escrow Agent for, accountants and hold it harmless against, any loss, liability or other skilled personsexpense, including, without limitation, reasonable attorneys' fees, incurred without negligence, bad faith or willful misconduct on the part of the Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. (f) The Escrow Agent may at any time resign by giving twenty business days' prior written notice of resignation to the Sub and the Company. In The Sub and the event that Company may, with the consent of their permitted assigns, at any time jointly remove the Escrow Agent by giving ten business days' written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be uncertain as to its duties or rights hereunder or shall receive instructionsremoved, claims or demands from any party hereto whicha successor Escrow Agent, in its opinion, conflict with any of the provisions of this Escrow Agreement, it which shall be entitled to refrain from taking any action a bank or trust company having its principal executive offices in New York and its sole obligation assets in excess of $1.5 billion, and which shall be reasonably acceptable to keep safely all property held in escrow until it the Sub and their permitted assigns, shall be directed otherwise in writing appointed by all of the other parties hereto or Company by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement written instrument executed by the Company and delivered to the contrary notwithstanding, in no event shall the Escrow Agent be liable for specialand to such successor Escrow Agent and, indirect thereupon, the resignation or consequential loss removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or damage conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of any kind whatsoever (including but not limited to lost profits), even if such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within twenty business days of a notice of resignation by the Escrow Agent has been advised Agent, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Fund until the earliest of (i) its receipt of designation of a successor Escrow Agent, (ii) its receipt of a written instruction by the likelihood Sub, the Company and their permitted assigns or (iii) termination of such loss or damage and regardless of the form of actionthis Agreement in accordance with its terms.

Escrow Agent. Section 3.01 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholder, the Investor Representative and the Escrow Agent. Section 3.02 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. Section 3.03 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. Section 3.04 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. Section 3.05 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. Section 3.06 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the extent Company and the Investors. In the event of any such resignation, the Investors and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. Section 3.07 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. Section 3.08 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares or Escrow Materials held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. Section 3.09 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Purchaser or DepositorSeller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Deposit and any other money deposited in escrow hereunder (collectively, the “Escrowed Funds”) shall be held by Escrow Agent undertakes to perform only such in escrow upon the following terms and conditions: a. It is agreed that the duties as of Escrow Agent are expressly set forth herein purely ministerial in nature, and no duties shall be implied. The that Escrow Agent shall have incur no liability under and no duty to inquire whatever except for willful misconduct or gross negligence so long as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon has acted in good faith. Seller and shall not be liable for acting Purchaser release Escrow Agent from any act done or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it omitted to be genuine and to have been signed or presented done by Escrow Agent in good faith in the proper party or parties. The performance of Escrow Agent’s duties hereunder. b. Escrow Agent shall be under no duty responsibility in respect to inquire into or investigate any of the validitymoneys deposited with it other than faithfully to follow the instructions herein contained. Escrow Agent may consult with counsel and shall be fully protected in any actions taken in good faith, accuracy or content in accordance with the advice of counsel. Escrow Agent shall not be required to defend any legal proceedings with may be instituted against the escrow instructions unless requested to do so by Seller and Purchaser and indemnified to the satisfaction of Escrow Agent against cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any such documentkind. The Escrow Agent shall have no duty responsibility for the genuineness or validity of any documents or other item deposited with Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to solicit Escrow Agent hereunder and believed by ▇▇▇▇▇▇ Agent to have been signed by the proper parties. c. Escrow Agent assumes no liability under this Agreement except that of a stakeholder. If there is any payments which may dispute as to whether ▇▇▇▇▇▇ Agent is obligated to deliver the escrow moneys, or as to whom that sum is to be due it or the Escrow Fund. The delivered, Escrow Agent shall not be liable obligated to make any delivery of the sum, but in such event may hold the sum until receipt by ▇▇▇▇▇▇ Agent of any authorization in writing signed by all the persons having an interest in such dispute, directing the disposition of the sum, or in the absence of such authorization until the determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for any such determination are not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action taken or omitted by it in good faith except proceeding to deliver the Escrowed Funds to the extent that registry of a court of competent jurisdiction determines that pending such determination. Upon making delivery of the Escrow Agent’s gross negligence or willful misconduct was moneys in the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only manner provided for the careful selection of any such agent or attorney) and may consult with counselin this Agreement, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted have no further liability in good faith by it its capacity as Escrow Agent in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. this matter. d. In the event that a dispute arises between Seller and Purchaser sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be uncertain entitled to tender into the registry or custody of any court of competent jurisdiction, all money or property in its possession under this Agreement, and shall thereupon be discharged from all further duties and liabilities under this Agreement as Escrow Agent. Purchaser and Seller hereby agree to its duties or rights hereunder or shall receive instructionsindemnify and hold harmless Escrow Agent from all costs and expenses, claims or demands from including without limitation reasonable attorney’s fees and costs actually incurred by Escrow Agent in connection with any party hereto whichlegal action taken by ▇▇▇▇▇▇ Agent, in its opinionsuch capacity, conflict with any of hereunder. e. Escrow Agent has executed this Agreement to confirm that Escrow Agent is holding (drafts are subject to collection) and will hold the Escrowed Funds in escrow pursuant to the provisions of this Escrow Agreement, it . The Escrowed Funds shall be entitled deposited in the IOLTA Account (non-interest bearing) of ▇▇▇ ▇▇▇▇▇▇▇▇, Attorney at Law. Purchaser and Seller agree to refrain from taking any action and its sole obligation shall be to keep safely all property held execute such documents as ▇▇▇▇▇▇ Agent may reasonably request in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the connection with Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if acting in such capacity and holding and investing the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionDeposit. Purchaser represents that Purchaser’s tax identification number is . Seller represents that Seller’s tax identification number is .

Escrow Agent. The Escrow Agent undertakes to perform only such duties duties, as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorPlacement Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. (a) The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Executive and the Escrow Agent. (b) The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent's attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. (c) The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (d) The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. (e) The Company shall pay Two Thousand Dollars ($2,000) to Escrow Agent, which shall represent Escrow Agent’s fees, costs and expenses arising from Escrow Agent’s performance of its obligations, duties and responsibilities pursuant to this Agreement. The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent's duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. (f) The Escrow Agent's responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving 45 days’ prior written notice to the extent Company and the Executive. In the event of any such resignation, the Company and the Executive shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. (g) If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (1) to retain in the Escrow Agent's possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of Los Angeles, State of California, in accordance with the applicable procedure therefor. (i) The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorParties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either of the Parties. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The parties hereto other than the Escrow Agent agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent may rely on the validity, accuracy and content of the statements contained any written notice, document, instruction, or request furnished to it hereunder by Party A and Party B without further investigation, inquiry or examination. For the avoidance of doubt, the Escrow Agent shall have no liability with respect to any provisions of this Escrow Agreement which set forth obligations or limitations of liability that the other parties to this Esrcrow Agreement have to each other. The Escrow Agent shall have no obligation to investigate, inquire, examine or assist in any manner whatsoever, the parties' compliance with the terms of this Escrow Agreement that incorporate by reference provisions of the Purchase Agreement that apply to the other parties' obligations or limitations of liability to each other that do not relate to obligations of the Escrow Agent under this Escrow Agreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or DepositorDepositors. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Joint Release Instruction furnished to it hereunder and believed by it to be genuine and to have been signed or and presented by the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or to the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow the Escrow Fund until it shall be directed otherwise in writing by a Final Determination. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or non-action based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrow Fund except for the Escrow Agent’s bad faith, willful misconduct or gross negligence. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (a) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which result from the Escrow Agent’s bad faith, gross negligence or willful misconduct, or (b) special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), other than in connection with the Escrow Agent’s bad faith, gross negligence or willful misconduct, even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) Except as expressly contemplated by this Agreement or by joint written instructions from the Purchaser and the Stockholder Representative or pursuant to an order of a court of a competent jurisdiction, the Escrow Agent undertakes shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Funds. (b) The duties and responsibilities of the Escrow Agent shall be limited to perform only such duties as are those expressly set forth herein in this Escrow Agreement, and no duties shall be implied. The the Escrow Agent shall have no liability under and no duty not be subject to, nor obligated to inquire interpret, any other agreements to which the Purchaser, the Company or the Stockholders are parties. Except as otherwise provided in the Preamble to this Agreement, reference in this Escrow Agreement to the provisions Stock Purchase Agreement is for identification purposes only and for reference to the defined terms therein and its terms and conditions are not thereby incorporated herein. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any agreement other than this Escrow Agreementstatement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished Person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken taken, suffered or omitted by it to be taken, hereunder except in good the case of its gross negligence, bad faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any consult with counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choice and shall be liable only have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the careful selection opinion of any such agent or attorneycounsel. (e) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donehave no duty as to the collection or protection of the Escrow Amount or income thereon, suffered or omitted in good faith by it in accordance with nor as to the advice or opinion preservation of any rights pertaining thereto, beyond the safe custody of any such counselfunds actually in its possession. (f) As compensation for its services to be rendered under this Agreement, accountants for each year or other skilled persons. In the event that any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Agreement and shall be uncertain as to reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of under this Escrow Agreement, it . All such fees and expenses shall be entitled to refrain from taking any action shared equally by the Stockholders, on the one hand, and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other Purchaser, on the other. The parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall hereby grant the Escrow Agent be liable a lien, right of setoff and security interest to the account for special, indirect or consequential loss or damage the payment of any kind whatsoever claim for compensation, expenses and amounts due hereunder. (including but not limited g) The Purchaser and the Stockholders agree to lost profits), even if jointly and severally reimburse and indemnify the Escrow Agent has been advised for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys' fees, incurred without gross negligence, bad faith or willful misconduct on the part of the likelihood Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. The Purchaser, on the one hand, and the Stockholders, on the other, agree among themselves that they shall share equally the costs of any such loss, liability or expense suffered by the Escrow Agent. (h) The Escrow Agent may at any time resign by giving twenty (20) Business Days' prior written notice of resignation to the Stockholder Representative and the Purchaser. The Stockholder Representative and the Purchaser may at any time jointly remove the Escrow Agent by giving ten (10) Business Days' written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having its principal executive offices in New York, New York, and assets in excess of $10,000,000,000, and which shall be reasonably acceptable to the Stockholder Representative, shall be appointed by the Purchaser by written instrument executed by the Stockholder Representative and the Purchaser and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such loss or damage predecessor Escrow Agent, net of any outstanding fees due the predecessor Escrow Agent, and regardless such predecessor Escrow Agent shall, on the written request of the form Stockholder Representative or the Purchaser, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Funds of actionsuch predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within twenty (20) Business Days of a notice of resignation by the Escrow Agent, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Funds until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by the Stockholder Representative and the Purchaser and termination of this Agreement in accordance with its terms.

Escrow Agent. The Escrow Agent undertakes In performing its duties under this Agreement or upon the claimed failure to perform only such its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no liability under except for its acts of recklessness, fraud, willful misconduct or gross negligence. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Amount in accordance with the terms of this Agreement. Escrow Agent shall have no duty to inquire as to the provisions implied duties or obligations and shall not be charged with knowledge or notice of any agreement other than fact or circumstance not specifically set forth herein or in any notice given to it under this Escrow AgreementAgreement in accordance with Section 11 hereof. The Escrow Agent may shall be entitled to rely upon and shall not be liable for acting or refraining from protected in acting upon any written noticerequest, instruction instructions, statement or request furnished other instrument, not only as to it hereunder its due execution, validity and believed by it effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the proper party person or partiesParties purporting to sign the same and to conform to the provisions of this Agreement. The In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. Escrow Agent shall not be under obligated to take any legal action or to commence any proceeding in connection with the Escrow Amount or any account in which the Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no duty to inquire into liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or investigate instruction of such counsel. Acquirer and Contributor, jointly and severally, shall promptly pay upon demand the validity, accuracy or content reasonable fees and expenses of any such documentcounsel; provided, however, Acquirer and Contributor agree that such fees and expenses shall be borne equally between Acquirer and Contributor. The Escrow Agent shall have no duty to solicit any payments which may be due it obligations or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it responsibilities in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance connection with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Contribution Agreement, it shall be entitled to refrain from taking or any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of other agreement between the Parties, other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in than this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgreement.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be due it or disregarded by the Escrow FundAgent. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or (ii) court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that the Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Parties grant to the Escrow Agent a lien and security interest in the Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of Escrow Agent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. (a) The Escrow Agent shall have no liability under and no duty be entitled to inquire receive compensation for its regular services as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon in accordance with the fee schedule attached, and shall not be liable reimbursed for acting or refraining all reasonable expenses it incurs in fulfilling its obligations under this Agreement, including fees and disbursements of legal counsel. Such compensation and any reimbursement for expenses shall be paid from acting time to time as incurred equally by Buyer and Company. Accounts of disbursements made hereunder shall be promptly made to Buyer and the Company (b) In taking any action hereunder, the Escrow Agent shall be protected in relying upon any written notice, instruction paper or request furnished to it hereunder and other document believed by it to be genuine or upon any evidence deemed by it to be sufficient, and in no event shall be liable for any act performed or omitted to have been signed be performed by it hereunder in the absence of gross negligence or presented by the proper party or partieswillful misconduct. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall be under no duty to inquire into fully protected by any act taken, suffered or investigate permitted by it in good faith in accordance with the validity, accuracy or content advice of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundcounsel. The Escrow Agent shall not be liable for bound in any action taken way by any agreement or omitted by contract (other than this Escrow Agreement and the relevant provisions of the Agreement) between any of the parties hereto or thereto (whether or not it in good faith except has knowledge thereof) and its only duties or responsibilities shall be to the extent that a court of competent jurisdiction determines that hold the Escrow Agent’s gross negligence or willful misconduct was the primary cause Fund and to dispose of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion terms of any such counsel, accountants or other skilled persons. In this Escrow Agreement and the event that the Agreement. (c) The Escrow Agent shall be uncertain hereby accepts its appointment and agrees to act as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of Escrow Agent under the provisions terms and conditions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which payments, dividends or other profits in respect of the Escrow Property that may be due it or the Escrow Funddue. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith it, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorAssignee. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Assignee or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties duties, as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall will be implied. The Escrow Agent shall will have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall will not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall will be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall will have no duty to solicit any payments which may be due it or the Escrow Fundit. The Escrow Agent shall will not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Merilus USA or DepositorHolder. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, independent counsel and accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall will be uncertain as to its duties or rights hereunder or shall will receive instructions, claims or demands from any party hereto to this Escrow Agreement which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall will be entitled to refrain from taking any action and its sole obligation shall will be entitled to keep safely all property held in escrow until it shall will be directed otherwise in writing by all of the other parties hereto to this Escrow Agreement or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the 7 contrary notwithstanding, in no event shall will the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Notwithstanding anything to the contrary, Escrow Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement, Escrow Agent shall have no liability under and no duty to inquire as to not be responsible for determining the provisions meaning of any agreement capitalized term not entirely defined herein, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent in connection with its role as escrow agent hereunder. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted disregarded by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The ESCROW AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN, SUFFERED OR OMITTED TO BE TAKEN BY IT IN GOOD FAITH EXCEPT TO THE EXTENT THAT ESCROW AGENT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WAS THE CAUSE OF ANY DIRECT LOSS TO EITHER PARTY. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent Agent, in its good faith judgment, shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s good faith judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint release instruction executed by all Authorized Representatives of each of the other parties hereto Parties which eliminates such ambiguity or conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Anything in this Escrow Agreement Agent shall have no duty to solicit any payments which may be due it or the contrary notwithstandingFund, in no event shall including, without limitation, the Escrow Deposit nor shall Escrow Agent be liable for special, indirect have any duty or consequential loss obligation to confirm or damage verify the accuracy or correctness of any kind whatsoever amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in the Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to Escrow Agent hereunder. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL ESCROW AGENT BE LIABLE FOR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (including but not limited to lost profitsINCLUDING BUT NOT LIMITED TO LOST PROFITS), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionEVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO THE EXTENT SUCH LOSSES OR DAMAGES ARE CAUSED BY FRAUD OR WILLFUL MICSONDUCT OF ESCROW AGENT.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. 3.1 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholder, the Purchaser Representative and the Escrow Agent. 3.2 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. 3.3 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.4 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. 3.5 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. The Escrow Agent has acted as legal counsel for the Company. The Company and the Purchasers consent to the extent Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company and the Purchasers understand that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Agreement. 3.6 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving 45 days’ prior written notice to the Company and the Purchasers. In the event of any such resignation, the Purchasers and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. 3.7 If the Escrow Agent reasonably requires other or further instruments in connection with this Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. 3.9 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The duties and responsibilities of the Escrow Agent undertakes shall be limited to perform only such duties as are those expressly set forth herein and no in the Agreement. No implied duties shall be implied. The of the Escrow Agent shall be read into this Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, Depositor even though reference thereto may be made herein. In the event all or any part of the Escrow Fund shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Fund or any part thereof, Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to Depositor or to any other party by reason such compliance. Escrow Agent shall not be liable to anyone for any damages, losses or expenses incurred as a result of any act or omission of Escrow Agent, unless such damages, losses or expenses are caused by Escrow Agent’s willful default or gross negligence. Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel given with respect to any question relation to the duties under this Agreement or (ii) any action take or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon consult with legal counsel of its own choosing and shall not be liable for fully protected in acting or refraining from acting upon in good faith and in accordance with the opinion of such counsel. The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents or securities now or hereafter deposited or received hereunder, or of any written noticeendorsement thereon, instruction or request furnished for any lack of endorsement thereon, or for any description therein, nor shall it be responsible or liable on account of the identity, authority or rights of any person executing, depositing or delivering or purporting to execute, deposit or deliver any such document, security or endorsement, nor shall the Escrow Agent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent’s liability for any grossly negligent performance or nonperformance shall not exceed its fees and charges in connection with the services provided hereunder. Under no circumstances shall Escrow Agent be liable for consequential damages or for loss, liability, or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God or any cause which is reasonably unavoidable or beyond its reasonable control. In the event of a dispute between the parties hereto sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled at the expense of the Escrow Fund to tender the Escrow Fund into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings at the expense of the Escrow Fund as it hereunder deems appropriate, and believed by it thereupon to be genuine discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in any such court as Escrow Agent shall determine to have been signed or presented by jurisdiction over the proper party or partiesEscrow Fund. The filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing. Escrow Agent shall be under no duty to inquire into take any legal action in connection with this Agreement or investigate the validitytowards it enforcement, accuracy or content of to appear in, prosecute or defend any such documentaction or legal proceeding that would result in or might it to incur any costs, expenses, losses or liability, unless and until it shall be indemnified with respect thereto in accordance with this Agreement. The Escrow Agent shall have no duty responsibility for the preparation and/or filing of any tax or information return with respect to solicit any payments which may be due it transaction, whether or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or partiesIssuer and Depositor. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to (i) refrain from taking any action and its sole obligation shall be to keep other than keeping safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Issuer and the Depositor or by a final order or judgment of a court of competent jurisdiction, or (ii) deliver the Escrow Fund to a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. (a) The Escrow Agent undertakes shall not be expected to or obliged to supervise, control or perform only such duties as any acts or responsibilities of any other persons, including any of the other Parties to verify completion of events, acts and arrangements herein mentioned that are expressly set forth herein and no duties shall be impliedbetween Parties other than the Escrow Agent. The Escrow Agent shall have no liability under and no duty to inquire as to not be bound by the provisions of any agreement other than agreement, document or arrangement among the other Parties to this Escrow Agreement. The Agreement or between such Parties and any third party, if the Escrow Agent may rely upon and shall is not be liable for acting a party to such document, agreement or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. arrangement. (b) The Escrow Agent shall be under no duty entitled to inquire into or investigate rely on, and shall be able to treat as genuine and as the validitydocument it purports to be, accuracy or content any Release Instruction, instructionsor signatures, which the Escrow Agent believes to be the genuine instructions of any of the Parties, furnished to it in whatever format and by whatever means, including electronic, as the case may be, believed by the Escrow Agent, in its absolute discretion, to be genuine. The specimen signatures of the Authorised Signatories are provided in Schedule II hereunder. (c) If any instructions are unclear or ambiguous, the Escrow Agent shall be entitled but not obliged to refrain from acting on such document. instructions until the instructions are clarified and/ or such ambiguity is removed, to the Escrow Agent's satisfaction, without being liable or responsible for the consequences and/ or delay that may take place in such circumstance. (d) The Escrow Agent may consult with and act upon the advice of an independent legal counsel or expert of its own selection and shall have no duty be fully protected in respect to solicit any payments which may be due reasonableaction taken by it or for any delay or inaction pending the obtaining of such advice or opinion in good faith in accordance with the opinion of such counsel or expert.Any fees, costs or expenses incurred in connection with this paragraph shall be exclusively borne by Mars. To the extent practicable, the Escrow Fund. Agent will endeavour to notify Mars and CopyTele Sub and seek the approval of Mars and CopyTele Sub in relation to any such fees, costs or expenses. (e) Notwithstanding anything contained in this Agreement, the Escrow Agent shall be entitled to restrain from taking actions that are in contravention of any applicable laws or regulations. (f) The Escrow Agent shall not be liable for any action taken acts or omitted omissions done pursuant to a decree, ruling, judgment or order of a court, executive or regulatory authority. (g) Any act to be done by it the Escrow Agent shall be done only on a Business Day, and in good faith except the event that any day on which the Escrow Agent is required to do an act under the terms of this Agreement is not a Business Day, then the Escrow Agent shall do those acts on the next succeeding Business Day. (h) Nothing contained herein shall prevent the Escrow Agent from carrying on any business with, or rendering any professional advice in any capacity to the extent Parties to this Agreement or from retaining any profits or remuneration in connection with the foregoing. (i) In the event that a court at any time during the subsistence of competent jurisdiction determines this Agreement, the performance by the Escrow Agent of any of its obligations or duties under this Agreement would be in violation of any statutory regulations or directives that the Escrow Agent’s gross negligence Agent is required to comply with at such time, then each of the Parties agree to utilise its best endeavours to co-operate with the Escrow Agent in the taking of such actions as may be necessary to enable performance by the Escrow Agent to be not in violation of applicable statutory regulations or willful misconduct was directives and, in the primary cause meantime, the Escrow Agent shall not be required to perform the relevant obligations or duties under this Agreement. (j) In the event any consents, licenses, approvals, authorizations, registrations, declarations are required and/or any filings with any governmental agency, official or authority or any forms are required to be filled and submitted in connection with the execution, delivery and performance of any loss this Agreement by the Escrow Agent and the same has not been obtained/filed, the Escrow Agent shall not be required to perform the relevant obligations or duties under this Agreement till the relevant approvals, consents and/or filings have been made and proof the same is furnished to the Issuer or Depositor. The Escrow Agent may execute by any of its powers and perform any of its duties hereunder directly or through agents or attorneys the other Parties. (and shall be liable only for the careful selection of any such agent or attorneyk) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable or responsible for any Liabilities or inconvenience which may result from anything done, suffered done or omitted in good faith to be done by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it Agreement and shall be entitled bear no obligation or responsibility to refrain from taking any action and its sole obligation shall be to keep safely all property held person in escrow until it shall be directed otherwise in writing by all respect of the other parties hereto operation of the Escrow Account unless such liability arises as a result of gross negligence, fraud or by a final order or judgment wilful default on the part of a court of competent jurisdictionthe Escrow Agent. Anything in this Escrow Agreement to the contrary notwithstanding, in Under no event circumstances shall the Escrow Agent be liable for specialany consequential or special loss, indirect or indirect, consequential loss or damage of any kind whatsoever punitive damages, however caused or arising (including but not limited to lost profits)loss of business, goodwill, opportunity or profit) even if the Escrow Agent has been advised of the likelihood possibility of such loss or damage.The Escrow Agent shall not be responsible or liable for any Liability incurred in relation to the Escrow Documents arising from any transaction made by it in good faith, or arising by reason of any other matter or thing except for any such loss or damage and regardless incurred in consequence of gross negligence, fraud or wilful default on the part of the form Escrow Agent. (l) Notwithstanding anything to the contrary in this Agreement, the Escrow Agent shall not in any event be liable for any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations, by any existing or future law or regulation, any existing or future act of governmental authority, Act of God, flood, war (whether declared or undeclared), terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system or any reason which is beyond the control of the Escrow Agent. Additionally, the Escrow Agent shall not be liable for any physical damage arising to the Escrow Documents caused by any of the previously mentioned acts. (m) Notwithstanding anything to the contrary, the Escrow Agent shall transfer / give custody of the Escrow Documents as per the terms of this Agreement subject to appropriate charges of the Escrow Agent being paid by the relevant Parties. (n) The Parties hereto further agree and acknowledge that the Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. (o) Any corporation or association into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation or association to which all or substantially all the safe custody business of the Escrow Agent's corporate trust line of business may be transferred, shall be the Escrow Agent under this Agreement without further act.

Escrow Agent. The Escrow Agent undertakes to perform only such duties (a) Except as are expressly set forth herein contemplated by this Agreement or by joint written instructions from the Purchaser and no duties shall be implied. The the Company, the Escrow Agent shall have no liability under not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Fund, except pursuant to an order of a court of competent jurisdiction. (b) The duties and no duty obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to inquire as rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the provisions truth or accuracy of any agreement other than this Escrow Agreementstatement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken taken, suffered or omitted by it to be taken, hereunder except in good the case of its gross negligence, bad faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any consult with counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choice and shall be liable only have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the careful selection opinion of any such agent or attorneycounsel. (e) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donehave no duty as to the collection or protection of the Escrow Fund or income thereon, suffered or omitted in good faith by it in accordance with nor as to the advice or opinion preservation of any rights pertaining thereto, beyond the safe custody of any such counselfunds actually in its possession. (f) As compensation for its services to be rendered under this Agreement, accountants for each year or other skilled persons. In the event that any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Agreement and shall be uncertain as to reimbursed upon request for all expenses, disbursements and advances, including brokerage costs and reasonable fees of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties or rights hereunder or under this Agreement. All such fees and expenses shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any be the responsibility of the provisions of this Escrow AgreementCompany. (g) The Company and the Purchaser, it jointly and severally, shall be entitled to refrain from taking any action reimburse and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall indemnify the Escrow Agent be liable for specialfor, indirect and hold it harmless against, any loss, liability or consequential loss expense, including, without limitation, reasonable attorneys’ fees, incurred without gross negligence, bad faith or damage willful misconduct on the part of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. (h) The Escrow Agent may at any time resign by giving 20 Business Days’ prior written notice of resignation to the Company and the Purchaser. The Company and the Purchaser may at any time jointly remove the Escrow Agent by giving ten Business Days’ written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having its principal executive offices in New York City and assets in excess of $2 billion, and which shall be reasonably acceptable to the Company, shall be appointed by the Purchaser by written instrument executed by the Company and the Purchaser and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the likelihood predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such loss or damage predecessor Escrow Agent, and regardless such predecessor Escrow Agent shall, on the written request of the form Company, the Purchaser or the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Fund of actionsuch predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within 20 Business Days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of receipt of designation of a successor Escrow Agent, a joint written instruction by the Company and the Purchaser and termination of this Agreement in accordance with its terms.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. (a) The Escrow Agent shall have no liability under and no duties or responsibilities, including, without limitation, any duty to inquire as to review or interpret the provisions of any agreement other than Stock Purchase Agreement, except those expressly set forth herein. Except for this Escrow Agreement. The , the Escrow Agent may rely upon and shall is not be liable for acting a party to, or refraining from acting upon bound by, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which agreement that may be due it required under, evidenced by, or arise out of the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys Stock Purchase Agreement. (and shall be liable only for the careful selection of any such agent or attorneyb) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands instructions from any party hereto of the undersigned with respect to the Escrow Account, which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all a joint direction of the other parties hereto Buyer and Seller or by a final order or judgment of a court of competent jurisdiction. Anything The Escrow Agent shall be protected in acting upon any notice, request, waiver, consent, receipt or other document reasonably believed in good faith by the Escrow Agent to be signed by the proper party or parties. (c) The Escrow Agent shall not be liable for any error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct, and the Escrow Agent shall have no duties to anyone except those signing this Escrow Agreement (and their respective heirs, successors and permitted assigns). (d) The Escrow Agent may consult legal counsel in the event of any dispute or question as to the contrary notwithstandingconstruction of this Escrow Agreement, in no event shall or the Escrow Agent’s duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of such counsel. (e) In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for the Escrow Shares or the cash in the Escrow Account, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for specialdamages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue so to refrain and refuse so to act until all differences shall have been resolved by agreement and the Escrow Agent shall have been notified thereof in writing signed by Buyer and Seller or by order of a court of competent jurisdiction. In the event of such disagreement which continues for sixty (60) days or more, indirect the Escrow Agent or consequential loss any other party in its discretion may file a suit in interpleader or damage other appropriate action for the purpose of any kind whatsoever (including but not limited to lost profits)having the respective rights of the claimants adjudicated, even if the Escrow Agent has been advised determines such action to be appropriate under the circumstances, and may deposit with the court all documents and property held hereunder. Buyer, on the one hand, and Seller, on the other hand, agree to pay all out-of-pocket costs and expenses incurred by the Escrow Agent in such action, including reasonable attorney’s fees, it being understood that the parties will use reasonable efforts to cause such costs and expenses to be included and apportioned between Buyer and Seller in the judgment in any such action (and absent such apportionment, Buyer, on the one hand, and Seller, on the other hand shall bear equal shares of such costs and expenses). (f) The Escrow Agent is hereby indemnified by Buyer and Seller from all losses, costs and expenses that may be incurred by it as a result of its involvement in any arbitration or litigation arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from the bad faith, willful misconduct or gross negligence of the likelihood Escrow Agent. Such indemnification shall be borne in equal proportions by Buyer, on the one hand, and Seller, on the other hand, and shall survive termination of this Escrow Agreement until extinguished by any applicable statute of limitations. (g) The Escrow Agent does not own or have any interest in the Escrow Account or the Escrow Shares and cash, if applicable, but is serving as escrow holder only, having only possession thereof and agreeing to hold and distribute the Escrow Shares and cash, if applicable, in accordance with the terms and conditions of this Escrow Agreement. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent. (h) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrow Shares and cash, if applicable, to (i) any banking corporation or trust company organized under the laws of the United States or of any state which corporation or company is jointly designated by the other parties hereto in writing as successor escrow agent and consents in writing to act as successor escrow agent or (ii) any court of competent jurisdiction; whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (x) the appointment of a successor escrow agent by designation by the other parties to this Escrow Agreement, the acceptance of such loss or damage and regardless successor escrow agent of the form appointment as Escrow Agent, and delivery of actionthe Escrow Shares and/or cash in the Escrow Account to such successor escrow agent (or delivery of the Escrow Shares and any such cash to any court of competent jurisdiction) or (y) the day that is 60 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to safekeep the Escrow Shares and/or cash in the Escrow Account until receipt of a designation of successor escrow agent, a joint written instruction as to disposition of the Escrow Shares and/or cash in the Escrow Account by the other parties hereto, or a final order of a court of competent jurisdiction mandating disposition of the Escrow Shares and or cash in the Escrow Account. (i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of this Escrow Agreement and acknowledges receipt of the Escrow Shares. Buyer and Seller shall split the payment for Escrow Agent’s services hereunder the Escrow Agent’s compensation set forth in Schedule I hereto. Buyer and Seller further agree to reimburse the Escrow Agent for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees and out of pocket expenses and disbursements of its counsel).

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. (a) The Escrow Agent shall have no liability under only the duties and no duty to inquire as to the provisions of any agreement other than responsibilities specified in this Escrow Agreement. The Escrow Agent may rely upon , and shall not be liable for acting have any duty to review or refraining from acting upon any written notice, instruction interpret the ASSA or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or partiesEMEA ASA. The duties of the Escrow Agent shall be hereunder are purely ministerial in nature, and under no duty to inquire into or investigate circumstances shall the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except deemed a fiduciary to the extent that a court of competent jurisdiction determines that Purchaser, the Sellers, nor to any other party under this Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys Agreement. (and shall be liable only for the careful selection of any such agent or attorneyb) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands instructions from any party hereto of the undersigned with respect to the Escrow Accounts, which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing joint written instructions signed by all of Purchaser and the other parties hereto Seller Parties or by a final order Final Court Order. The Escrow Agent shall be protected in acting upon any notice, request, waiver, consent, receipt or other document reasonably believed by the Escrow Agent to be signed by the proper party or parties. (c) The Escrow Agent shall not be liable for any error or judgment or for any act done or step taken or omitted by it or for any mistake of a court of competent jurisdiction. Anything fact or law, or for anything that it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct, and the Escrow Agent shall have no duties to anyone except those parties signing this Escrow Agreement to the contrary notwithstanding, in Agreement. In no event shall the Escrow Agent be liable for special, indirect indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to without limitation lost profits), even if the Escrow Agent it has been advised of the likelihood possibility of such loss or damage and regardless of the form of action. (d) The Escrow Agent may consult legal counsel in the event of any dispute or question as to the construction of this Escrow Agreement, or the Escrow Agent’s duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of such counsel. (e) In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for all or any portion of the Escrow Funds, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until all differences with respect thereto shall have been resolved by agreement of Purchaser and the Seller Parties and the Escrow Agent shall have been notified thereof in joint written instructions signed by Purchaser and the Seller Parties. In the event of such disagreement which continues for ninety (90) days or more, the Escrow Agent in its discretion may file a suit in interpleader for the purpose of having the respective rights of the claimants adjudicated, and may deposit with the court all documents and property held hereunder. Purchaser and the Seller Parties agree to pay all reasonable out-of-pocket costs and expenses incurred by the Escrow Agent in such action, including reasonable attorney’s fees, it being understood that the parties will use reasonable efforts to cause such costs and expenses to be included and apportioned between Purchaser and the Seller Parties in the judgment in any such action (and absent such apportionment, Purchaser and the Seller Parties shall bear equal shares of such costs and expenses). (f) Purchaser, NNL and NNI hereby jointly and severally indemnify, defend and hold the Escrow Agent harmless from all loss, liability or expense arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of the Escrow Agent, (ii) the Escrow Agent’s reliance upon and compliance with instructions or directions, except to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of the Escrow Agent, it being understood that the failure of the Escrow Agent to verify or confirm that the person giving the instructions or directions, is, in fact, an authorized person does not constitute gross negligence or willful misconduct and (iii) the Escrow Agent’s following any instructions or other directions from Purchaser or the Seller Parties. As between the Purchaser, NNL and NNI, such indemnification shall be borne 50% by the Purchaser and 50% by NNL and NNI and shall survive termination of this Escrow Agreement until extinguished by any applicable statute of limitations. Notwithstanding the foregoing, nothing in this Section 6(f) shall be construed as creating an indemnification obligation of NNUK in favor of the Escrow Agent. (g) The Escrow Agent does not own or have any interest in the Escrow Accounts or the Escrow Funds but is serving as escrow holder only, having only possession thereof and agreeing to hold and distribute the Escrow Funds in accordance with the terms and conditions of this Escrow Agreement. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent. (h) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrow Funds to (i) any banking corporation or trust company organized under the laws of the United States or of any state, which corporation or company is jointly designated by the other parties hereto in writing as successor escrow agent and consents in writing to act as successor escrow agent or (ii) any court of competent jurisdiction; whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (x) the appointment of a successor escrow agent by designation by the Purchaser and the Seller Parties and delivery of the Escrow Funds to such successor escrow agent (or delivery of the Escrow Funds to any court of competent jurisdiction) or (y) the day that is sixty (60) days after the date of delivery of its written notice of resignation to the Purchaser and the Seller Parties. If at the time of effectiveness of resignation the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to safekeep the Escrow Funds until the earlier of receipt of a designation by the other parties hereto of a successor escrow agent, a joint written instruction as to disposition of the Escrow Funds by the other parties hereto, or a final order of a court of competent jurisdiction mandating disposition of the Escrow Funds. (i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of this Escrow Agreement. Purchaser and the Seller Parties shall pay to the Escrow Agent as payment in full for its services hereunder the Escrow Agent’s compensation set forth in Schedule II hereto. Purchaser and the Seller Parties further agree to reimburse the Escrow Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees and out-of-pocket expenses and disbursements of its counsel). Purchaser, on the one hand, and the Seller Parties, on the other hand, shall each pay one half of the amounts required to be paid under this Section 6(i); provided, however, that the Seller Parties’ share of any such costs and expenses shall be paid first from the Delay Fee Escrow Fund, then the Holdback Escrow Fund, then the Good Faith Deposit Escrow Fund, and the Escrow Agent may withdraw such one-half share from such Delay Fee Escrow Account, Holdback Escrow Account or Good Faith Deposit Escrow Account when due, and as applicable, provided that the Escrow Agent gives the Seller Parties and the Purchaser reasonably prompt notice following each such withdrawal. (j) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God, war, earthquakes, fires, floods, wars, civil or military disturbances, sabotage, acts of terrorism, epidemics, riots, loss or malfunctions of utilities or communications service, labor disputes, acts of civil or military authority or governmental actions); it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. (k) Concurrently with the execution of this Escrow Agreement, the Purchaser and the Seller Parties shall deliver to the Escrow Agent authorized signers’ lists in the form of Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit B-3 and Exhibit B-4 to this Escrow Agreement.

Escrow Agent. (a) The Escrow Agent undertakes shall not be responsible for, nor be required to, enforce any of the terms or conditions of any agreement between Westway, Founder or Holdings, nor shall the Escrow Agent be responsible for the performance by Westway, Founder or Holdings of their respective obligations under this Agreement. (b) If the Escrow Agent is uncertain as to perform only such its duties as or rights hereunder, or shall receive instructions with respect to the Escrow Funds or the Escrow Shares which, in its sole determination, are expressly set forth herein and no duties in conflict either with other instructions received by it, or with any provision of this Agreement, it shall be impliedentitled to hold the Escrow Funds, the Escrow Shares or a portion thereof, in the Escrow Account, in the manner then held, pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or court of competent jurisdiction, or otherwise. (c) In the event of any disagreement between the undersigned or any of them, or any other person, resulting in adverse claims and demands being made in connection with or for the Escrow Items, the Escrow Agent will be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement will continue, and in so doing the Escrow Agent will not be or become liable for damages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent shall will be entitled to continue so to refrain and refuse so to act until all differences with respect thereto will have no liability been resolved by agreement of the parties hereto and the Escrow Agent will have been notified thereof in writing signed by the parties hereto. In the event of such disagreement that continues for 60 days or more, the Escrow Agent in its discretion may file a suit in interpleader for the purpose of having the respective rights of the claimants adjudicated, if the Escrow Agent determines such action to be appropriate under the circumstances, and no duty may deposit with the court all documents and property held hereunder. Westway agrees to inquire as to pay all reasonable out-of-pocket costs and expenses incurred by the provisions of any agreement other than this Escrow Agreement. Agent in such action, including reasonable attorney’s fees. (d) The Escrow Agent may rely upon hereby accepts its appointment and shall not be liable agrees to act as escrow agent under the terms and conditions of this Escrow Agreement and acknowledges receipt of the Escrow Items. Westway will pay to the Escrow Agent as payment in full for acting its services hereunder the Escrow Agent’s compensation set forth in Schedule III hereto. Westway further agree to reimburse the Escrow Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented made by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate in the validityperformance of its duties hereunder (including reasonable fees, accuracy or content and out-of-pocket expenses and disbursements, of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. its counsel). (e) The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it it, except in good faith except to the extent that a court case of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itgross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing, and shall not be liable for anything doneany action taken, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the . (f) The Escrow Agent shall be uncertain as have no responsibility at any time to its duties ascertain whether or rights hereunder not any security interest exists in the Escrow Items, or shall receive instructionsto file any financing statement under the Uniform Commercial Code, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement respect to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect items or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionpart thereof.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or DepositorPlacement Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. 5.1 The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and accuracy of any statements or assertions contained in such writing or instrument; and may assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instructions delivered to it; nor as to the identity, authority, or rights of any person executing the same. The duties of the Escrow Agent shall be limited to the safekeeping of the Escrow Account and to disbursements of same in accordance with the provisions hereof. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, and no implied duties shall be implied. The or obligations of the Escrow Agent shall have no liability under and no duty to inquire as to the provisions be implied by virtue of any agreement other than this Escrow Agreement. . 5.2 The Escrow Agent may rely upon consult with counsel of its own choice and shall not be liable have full and complete authorization and protection for acting any action taken or refraining from acting upon any written notice, instruction or request furnished to suffered by it hereunder in good faith and believed by it to be genuine and to have been signed or presented by in accordance with the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content opinion of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundcounsel. The Escrow Agent shall not be liable for any action taken mistakes of fact or omitted error of judgment, or for any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. 5.3 The Escrow Agent shall be indemnified and held harmless by the Company from and against any reasonable expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any third party action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way directly or indirectly arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it hereunder or any such expense or loss. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall, if a claim in good faith except respect thereof shall be made against the other parties hereto, notify such parties thereof in writing; but the failure by the Escrow Agent to give such notice shall not relieve any party from any liability which such party may have to the extent that Escrow Agent hereunder. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Account or it may deposit the Escrow Account with the clerk of any appropriate court or it may retain the Escrow Account pending receipt of a final, non-appealable order of a court having jurisdiction over all of competent jurisdiction determines the parties hereto directing to whom and under what circumstances the Escrow Account is to be disbursed and delivered. 5.4 During the term hereof, the Escrow Agent shall maintain the Offering Proceeds in an interest bearing account and any interest earned on the Escrow Account shall remain in escrow and shall be for the benefit of the Company and shall be used by the Company either (i) following a Business Combination in connection with the operation of an Acquired Business (as such term is defined in the Prospectus) or (ii) in connection with the distribution to the shareholders through the exercise of the Redemption Offer or the liquidation of the Company. 5.5 The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered by it hereunder, not to exceed $________________. 5.6 From time to time on and after the date hereof, the Company shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent’s gross negligence Agent shall have no obligation to make such request) to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or willful misconduct was the primary cause of any loss to the Issuer or Depositor. assure itself that it is protected in acting hereunder. 5.7 The Escrow Agent may execute resign at any of its powers time and perform any of be discharged from its duties as Escrow Agent hereunder directly or through agents or attorneys by its giving the other parties hereto at least thirty (30) days prior written notice thereof. As soon as practicable after its resignation, the Escrow Agent shall turn over to a successor escrow agent appointed by the other parties hereto, jointly, all monies and property held hereunder upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new escrow agent is so appointed within the sixty (60) day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Account with any court it deems appropriate. 5.8 The Escrow Agent shall resign and be liable discharged from its duties as Escrow Agent hereunder if so requested in writing at anytime by the Company, provided, however, that such resignation shall become effective only for upon acceptance of appointment by a successor escrow agent as provided in paragraph 5.7. 5.9 Notwithstanding anything herein to the careful selection of any such agent or attorney) and may consult with counselcontrary, accountants and other skilled persons to be selected and retained by it. The the Escrow Agent shall not be liable relieved from liability hereunder for anything done, suffered its own gross negligence or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionown willful misconduct.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be inferred or implied. The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything that it may do or refrain from doing in connection herewith, except for its own gross negligence or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). (b) The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document among the Founder Group, the Acquiror and the Investor, in connection herewith, including without limitation the Purchase Agreement and Earnout Agreement, nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Agreement) between any of the Parties conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement shall govern and control in all respects relating to the Escrow Agent, but in every other than this Escrow Agreement. The respect involving the parties and beneficiaries of such other agreement, the other agreement shall control. (c) Absent gross negligence or willful misconduct, the Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party person or partiespersons without requiring inquiry or substantiating evidence of any kind. The Escrow Agent shall not be liable to any party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to or related to the transfer or distribution of the Founder Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 10. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it , notice, instruction or the Escrow Fund. request. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith hereunder except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositorany Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reasonable reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto whichParty that, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a joint direction in writing by all the Founder Group and the Investor that eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. Anything The Founder Group and the Investor agree to pursue any redress or recourse in this Escrow Agreement to the contrary notwithstanding, in no event shall connection with any such dispute without making the Escrow Agent party to the same. (e) The Escrow Agent shall keep proper books of record and account in which full and correct entries shall be liable for special, indirect or consequential loss or damage made of any kind whatsoever (including but not limited to lost profits), even if all release activity in the Escrow Agent has been advised Account. (f) The agreements set forth in this Section 4 shall survive the resignation, replacement or removal of the likelihood Escrow Agent, the termination of such loss or damage this Agreement and regardless the payment of the form of actionall amounts hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such duties (A) Except as are expressly set forth herein contemplated by this Agreement or by joint written instructions from the Buyer and no duties shall be implied. The the Borough, the Escrow Agent shall have no liability under not sell, transfer, or otherwise dispose of all or any portion of the Escrow Fund in any manner, except pursuant to an order of a court of competent jurisdiction. (B) The duties and no duty to inquire as to obligations of the provisions of any agreement other than Escrow Agent shall be determined solely by this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Escrow Agreement. (C) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument, or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof (specifically including the Borough’s Representative), and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished person purporting to it hereunder and believed by it give any notice on behalf of a party hereto in accordance with the provisions of this Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (D) The Escrow Agent shall not be liable for any error of judgment or any action taken taken, suffered, or omitted by it to be taken hereunder except in good faith except to the extent that a court case of competent jurisdiction determines that the Escrow Agent’s its gross negligence negligence, bad faith, or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any consult with counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choice and shall be liable only have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the careful selection opinion of any such agent or attorneycounsel. (E) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything donehave no duty as to the collection or protection of the Escrow Fund or income thereon, suffered or omitted in good faith by it in accordance with nor to preserve any rights pertaining thereto beyond the advice or opinion safe custody of any such counselfunds actually in its possession. (F) As compensation for its services to be rendered under this Agreement, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties reimbursed upon request for all expenses, disbursements, and advances, including reasonable fees of outside counsel, if any, incurred or rights hereunder or shall receive instructions, claims or demands from any party hereto which, made by it in its opinion, conflict connection with any of the provisions preparation of this Escrow Agreement and the carrying out of its duties under this Escrow Agreement, it . All such expenses shall be entitled to refrain from taking any action the joint and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all several responsibility of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to Borough and the contrary notwithstanding, in no event Buyer. (G) The Buyer and the Borough shall reimburse and indemnify the Escrow Agent be liable for specialand hold it harmless against any loss, indirect Liability, or consequential loss expense, including, without limitation, reasonable attorney’s fees incurred except in connection with gross negligence, bad faith, or damage willful misconduct on the part of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised arising out of, or in connection with the acceptance or performance of its duties and obligations under this Escrow Agreement. (H) The Escrow Agent may resign at any time by giving twenty (20) Business Days’ prior written notice of resignation to the likelihood of such loss or damage Borough’s Representative and regardless of the form of action.Buyer. The Borough and the Buyer may remove the Escrow Agent at any time by jointly giving the Escrow Agent ten

Escrow Agent. The Escrow Agent undertakes In performing its duties under this Agreement or upon the claimed failure to perform only such its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no liability under liability, except for its acts of recklessness, fraud, willful misconduct or gross negligence. Escrow Agent’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Amount and the Diamond Y Escrow Amount in accordance with the terms of this Agreement. Escrow Agent shall have no duty to inquire as to the provisions implied duties or obligations and shall not be charged with knowledge or notice of any agreement other than fact or circumstance not specifically set forth herein or in any notice given to it under this Escrow Agreement in accordance with Section 12 of this Agreement. The Escrow Agent may shall be entitled to rely upon and shall not be liable for acting or refraining from protected in acting upon any written noticerequest, instruction instructions, statement or request furnished other instrument, not only as to it hereunder its due execution, validity and believed by it effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine and genuine, to have been signed or presented by the proper party person or partiesParties purporting to sign the same and to conform to the provisions of this Agreement. The In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. Escrow Agent shall not be under obligated to take any legal action or to commence any proceeding in connection with the Escrow Amount or any account in which the Escrow Amount and the Diamond Y Escrow Amount is deposited or this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and shall incur no duty to inquire into liability and shall be fully protected from any liability whatsoever in acting in accordance with the opinion or investigate instruction of such counsel. Regency and HEP, jointly and severally, shall promptly pay upon demand the validity, accuracy or content reasonable fees and expenses of any such documentcounsel; provided, however, Regency and HEP agree that such fees and expenses shall be borne equally between Regency and HEP. The Escrow Agent shall have no duty to solicit any payments which may be due it obligations or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it responsibilities in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance connection with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Contribution Agreement, it shall be entitled to refrain from taking or any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of other agreement between the Parties, other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in than this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgreement.

Escrow Agent. The (a) Escrow Agent undertakes will perform its obligations hereunder fairly and impartially according to perform only such duties the intent of the parties as are expressly set forth herein and no duties shall be implied. The expressed, provided however that Escrow Agent is to be considered as a depository only, shall have no liability under and no duty not be deemed to inquire as be a party to the provisions of any agreement document other than this Escrow Agreement. The Escrow Agent may rely upon , and shall not be responsible or liable in any manner whatsoever for the sufficiency or manner of execution, or validity or any written instructions, certificates or any other documents received by it, nor as to the identity, authority, or rights or any persons executing the same. Escrow Agent shall be entitled to rely at all times on instructions given by STI, the STI Holders’ Agent and CTI, as the case may be and as required hereunder, without any necessity or verifying the authority thereof. STI, the STI Holders’ Agent and CTI acknowledge that Escrow Agent is counsel for STI and waive any potential conflict of interest in connection therewith. Notwithstanding the foregoing, in the event of a dispute hereunder between STI and CTI (or its successors or assigns), in Escrow Agent’s discretion, Escrow Agent shall have the right, exercisable in its sole discretion, to be discharged by tendering the Escrow Fund and any related funds held by Escrow Agent unto the registry or custody of any court of competent jurisdiction, together with any such legal pleadings as it deems appropriate. Escrow Agent shall have the right to continue as counsel for STI notwithstanding any action taken by Escrow Agent in accordance with this Agreement. (b) Escrow Agent shall not at any time be held liable for acting actions taken or refraining omitted to be taken in good faith and without gross negligence. STI and CTI agree to save and hold Escrow Agent harmless from acting any loss and from any claims or demands arising out of its actions hereunder and hereby agree to indemnify Escrow Agent from any claims or demands for losses arising out of its activities hereunder. (c) It is further understood by STI and CTI that if, as the result of any disagreement between them or adverse demands and claims being made by any of them upon Escrow Agent, such parties agree that they, jointly and severally, are and shall be liable to Escrow Agent and shall reimburse Escrow Agent for its reasonable costs, expenses and counsel fees it shall incur or be compelled to pay by reason of such litigation. STI agrees that it shall be responsible to advance all amounts due Escrow Agent for its services as set forth in this Agreement, provided that any such advance by STI as the result of any dispute or litigation between STI and CTI shall be without prejudice to its right to recover such amount as damages from CTI. (d) In taking or omitting to take any action whatsoever hereunder, Escrow Agent shall be protected in relying upon any written notice, instruction paper, or request furnished to it hereunder and other document believed by it to be genuine genuine, or upon evidence deemed by it to be sufficient, and to have been signed or presented by the proper party or parties. The in no event shall Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or bad faith. Escrow Agent may consult with counsel in connection with its duties hereunder and shall be under no duty to inquire into fully protected in any act taken, suffered or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted permitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s and without gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Purchaser or Depositorthe Sellers. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Joint Release Instruction furnished to it hereunder and believed by it to be genuine and to have been signed or and presented by the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsFunds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by a Joint Release Instruction or Final Determination. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court of competent jurisdictionjurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for the Escrow Agent’s fraud, willful misconduct or gross negligence. To the extent practicable, the Parties agree to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (a) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which result from the Escrow Agent’s fraud, gross negligence or willful misconduct, or (b) special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. 3.1 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholders, the Representative and the Escrow Agent. 3.2 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. 3.3 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.4 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. 3.5 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. The Escrow Agent has acted as legal counsel for the Company. The Company and the Principal Stockholders consent to the extent Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company and the Principal Stockholders understand that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Escrow Agreement. 3.6 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Company, the Principal Stockholders and the Representative. In the event of any such resignation, the Representative shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow documents held by the Escrow Agent. 3.7 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. 3.9 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes is not a party to perform only such duties and is not bound by or charged with notice of any agreement out of which this escrow may arise. Escrow Agent acts hereunder solely as are expressly set forth herein a depository and no duties shall be impliedis not responsible or liable in any manner whatsoever for the sufficiency, correctness, authenticity or validity of the Subject Matter of the Escrow, the form of execution thereof or for the identity or authority of any person executing this Agreement or depositing the Subject Matter of the Escrow. The responsibility of the Escrow Agent extends only to the duties affirmatively stated in this Agreement and to the exercise of ordinary diligence. Escrow Agent shall not be responsible for any act or omission except for actual fraud, dishonesty or bad faith. No implied duties or obligations of Escrow Agent shall be read into this Agreement, and Escrow Agent shall not in any event be required to construe or determine the rights of any party under this Agreement. Escrow Agent shall in no way be responsible for, nor shall it have no liability under and no any duty to inquire as to the provisions notify any party hereto or any other party interested in this Agreement of any agreement other than payment required or maturity occurring under this Escrow AgreementAgreement or under the terms of any instrument deposited hereunder. The Escrow Agent may rely upon and shall not be liable for acting or refraining from protected in acting upon any written notice, instruction request, waiver, consent, certificate, receipt, authorization, power of attorney or request furnished to it hereunder and believed by it other paper or document that Escrow Agent in good faith believes to be genuine and what it purports to have been signed be, including but not limited to items directing investment or presented by non-investment of funds, items requesting or authorizing release, disbursement or retention of the proper party Subject Matter of the Escrow and items amending the terms of this Agreement. Escrow Agent may rely upon any such instructions and deliver the Subject Matter of the Escrow as directed without further investigation. In the event of any disagreement between any of the parties to this Agreement or partiesbetween any of them and any other person which may result in adverse claims or demands being made in connection with the Subject Matter of the Escrow or in the event that the Escrow Agent, in good faith, should be in doubt as to what action it should take hereunder, Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder. Escrow Agent may consult with legal counsel of its choice in the event of any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. So long as any such disagreement or doubt continues to exist, Escrow Agent shall not be or become liable in any way whatsoever or to any person for its failure or refusal to comply with directions or instructions that would otherwise be mandatory with respect to the Subject Matter of the Escrow. The Escrow Agent shall be entitled to continue to so refrain from acting until (i) the rights of all parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. The rights of the Escrow Agent under no duty this paragraph are cumulative of all other rights that it may have by law or otherwise. Escrow Agent specifically reserves the right to inquire deposit all property in its possession in connection with this Agreement into the registry of a court of competent jurisdiction in a concursus, interpleader or investigate other proceeding upon directing Notice to the validity, accuracy or content Principal as provided hereinabove and thereby shall be relieved of any such documentfurther responsibility under this Agreement. The Escrow Agent shall have no duty be entitled to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable reimbursement for any action taken or omitted all legal fees and costs incurred by it in good faith except connection with any concursus, interpleader or other action filed by Escrow Agent hereunder and in connection with any dispute or claim involving the Subject Matter of the Escrow. Each Principal hereby jointly, severally, and solidarily agrees to the extent that indemnify and hold harmless Escrow Agent from and against all losses, costs, claims, demands, expenses, damages and attorney's fees suffered or incurred by Escrow Agent as a court result of competent jurisdiction determines that the Escrow Agent’s gross negligence any litigation or willful misconduct was the primary cause of action arising from or in conjunction with this Agreement or the Subject Matter of the Escrow. If any loss party to the Issuer or Depositor. The this Agreement is a legal entity other than a natural person, Escrow Agent may execute any conclusively presume that the undersigned representative of its powers such party has full power and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons authority to be selected and retained by it. The instruct Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion on behalf of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement unless written notice to the contrary notwithstanding, in no event shall the is delivered to Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement or the Letter Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Purchase Agreement or the Letter Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Fund. Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties (a) Except as are expressly set forth herein contemplated by this Agreement or by joint written instructions from the Issuer and no duties shall be implied. The the Shareholder Representative, the Escrow Agent shall have no liability under not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Fund, except pursuant to an order of a court of competent jurisdiction. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement and no duty implied covenants shall be read into this Agreement against the Escrow Agent. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to inquire as rely without any investigation into the underlying facts upon any certificate, statement, opinion, report, notice, request, consent, order, approval, document, instrument, signature or other paper document believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the provisions truth or accuracy of any agreement other than this Escrow Agreementstatement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken or omitted by it hereunder except in good the case of its gross negligence, bad faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositormisconduct. The Escrow Agent may execute any consult with counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choice and shall be liable only have full and complete authorization and protection for the careful selection of any such agent action taken or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained suffered by it. The Escrow Agent shall not be liable for anything done, suffered or omitted it hereunder in good faith by it and in accordance with the advice or opinion of any such counsel. (e) The Escrow Agent shall have no duty as to the collection of dividends, accountants distributions or income on the Escrow Shares or any investments held in the Escrow Fund or as to the preservation of any rights pertaining thereto, and shall not be under any duty to give the Escrow Fund held by it hereunder any greater degree of care than it gives its own similar property. (f) As compensation for its services to be rendered under this Agreement, for each year or any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule B to this Agreement and shall be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel and of all persons not regularly in its employ, if any, incurred or made by it in connection with the preparation of this Agreement or any other documents executed in connection herewith and the carrying out of its duties under this Agreement. All such fees and expenses shall be the responsibility of the Issuer. The obligations of the Issuer under this Section 2.01 to compensate the Escrow Agent and to pay or reimburse the Escrow Agent for reasonable expenses, disbursements and advances shall survive the satisfaction and discharge of this Agreement or the earlier resignation or removal of the Escrow Agent. (g) The Issuer shall reimburse and indemnify the Escrow Agent and its officers, directors, employees and agents for, and hold it harmless against and reimburse the Escrow Agent for, any loss, injuries, penalties, stamp or other skilled personstaxes, actions, suits, liability, damage or expense, including, without limitation, reasonable attorneys' and consultant's fees, incurred without gross negligence, bad faith or willful misconduct on the part of the Escrow Agent, directly or indirectly related to, or arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. (h) The Escrow Agent may at any time resign by giving 30 business days' prior written notice of resignation to the Shareholder Representative and the Issuer. The Shareholder Representative and the Issuer may at any time jointly remove the Escrow Agent by giving 20 business days' written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having its principal executive offices in the United States and assets in excess of $500,000,000, and which shall be reasonably acceptable to the Shareholder Representative and the Issuer shall be appointed by written instrument executed by the Shareholder Representative and the Issuer and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Shareholder Representative, the Issuer or the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within 20 business days of a notice of resignation by the Escrow Agent, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of (i) its receipt of designation of a successor Escrow Agent in a joint written instruction by the Shareholder Representative and the Issuer and (ii) termination of this Agreement in accordance with its terms. If no successor Escrow Agent shall have been appointed within 20 business days, the Escrow Agent may apply to a court of competent jurisdiction for such appointment. (i) The Escrow Agent shall prepare and deliver to the Issuer and the Shareholder Representative at the end of each calendar month prior to termination of this Agreement an account statement describing all transactions with respect to the Escrow Fund during such calendar month. (j) The Escrow Agent does not have any interest in the Escrow Fund deposited hereunder but is serving as escrow holder only and having only possession thereof. The IDM Shareholders shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Fund incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. If necessary under applicable law, any payments of income from the Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for taxpayer identification number certifications or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned and paid on investment of funds which are a part of the Escrow Fund and is not responsible for any other reporting. This Section 2.01(j) and Section 2.01(g) above shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent. (k) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any security or other document or instrument held by or delivered to it. (l) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining, or taking or refraining from taking any action with respect to any securities or other property deposited hereunder. (m) In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action it should take hereunder, the Escrow Agent shall be uncertain as entitled to its duties retain the Escrow Fund until the Escrow Agent shall have received (i) a final nonappealable order of a court having jurisdiction directing delivery of the Escrow Fund or rights hereunder or shall receive instructions, claims or demands from any party (ii) a written agreement executed by the other parties hereto whichdirecting delivery of the Escrow Fund, in its opinionwhich event the Escrow Agent shall disburse the Escrow Fund in accordance with such order, conflict judgment or agreement. Any court order shall be accompanied by a legal opinion of counsel for the presenting party satisfactory to the Escrow Agent to the effect that said order or judgment is final and nonappealable. The Escrow Agent shall act on such court order or judgment and legal opinion without further question. (n) The Escrow Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the Issuer and the Shareholders' Representative given under this Agreement. (o) None of the provisions of this Agreement shall require the Escrow AgreementAgent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. (p) Whenever in the administration of the provisions of this Agreement the Escrow Agent shall deem it necessary or desirable that a matter be entitled provided or established prior to refrain from taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence, bad faith or willful misconduct on the part of the Escrow Agent, be deemed to be conclusively proved and its sole obligation established by a certificate signed by the Issuer and the Shareholder Representative and delivered to the Escrow Agent and such certificate, in the absence of gross negligence, bad faith or willful misconduct on the part of the Escrow Agent, shall be full warrant to keep safely all property held the Escrow Agent for any action taken, suffered or omitted by it under the provisions of this Agreement upon the faith thereof. (q) The Escrow Agent shall have no liability in escrow until respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Issuer and the Shareholders' Representative to provide timely written investment direction. (r) The Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any bad faith, willful misconduct or gross negligence on the part of any agent, attorney, custodian or nominee so appointed. (s) Any corporation into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be directed otherwise in writing by a party, or any corporation succeeding to all or substantially all of the other corporate trust services business of the Escrow Agent (including the administration of the Escrow Fund pursuant to this Agreement) shall be the successor of the Escrow Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by a final order law to effect such succession, anything herein to the contrary notwithstanding. (t) The parties each (for itself and any person or judgment of a court of competent jurisdictionentity claiming through it) hereby releases, waives, discharges, exculpates and covenants not to ▇▇▇ the Escrow Agent for any action taken or omitted under this Agreement except to the extent caused by the Escrow Agent's gross negligence, bad faith or willful misconduct. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) Sellers and Buyer hereby appoint the Escrow Agent undertakes and the Escrow Agent agrees to perform only such duties serve as are expressly set forth herein and no duties shall be implied. Escrow Agent, pursuant to the terms of this Agreement. (b) The Escrow Agent shall have no liability under and no duty to inquire as to not be bound in any way by any of the provisions terms of the Purchase Agreement or any other agreement between the parties other than this Agreement and shall be obliged only to hold and disburse amounts in the Indemnity Escrow Account in accordance with the terms of this Agreement. (c) The Escrow Agent need not inquire into the genuineness of the signatures on any document submitted to it and purporting to be executed by Buyer or Sellers or their counsel, and may rely upon any instrument or signature that the Escrow Agent believes in good faith to be genuine, and may assume that any person purporting to give any writing, notice, advice or instruction in connection with this Agreement has been duly authorized to give such writing, notice, advice or instruction. The Escrow Agent may rely act upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed the advice of counsel in connection with the performance by it to be genuine and to have been signed or presented by the proper party or parties. of its duties under this Agreement. (d) The Escrow Agent Agent's fee for services rendered hereunder shall be under no duty to inquire into or investigate as set forth on the validityattached schedule, accuracy or content of any such document. The Escrow Agent which fee shall have no duty to solicit any payments which may be due it or the Escrow Fund. shared equally by Buyer and Sellers. (e) The Escrow Agent shall not be liable for for, and Buyer and Sellers hereby agree to hold harmless and indemnify the Escrow Agent against, any action taken and all liability and all expenses incurred in defending against or omitted by it otherwise dealing with any claim of liability or legal proceeding of any kind that may arise in good faith connection with its acting as Escrow Agent under this Agreement, except to the extent that a court of competent jurisdiction determines that such liabilities as may result from the Escrow Agent’s gross negligence 's wilful misconduct or willful misconduct was negligence. (f) If the primary cause of any loss Escrow Agent shall be unable to the Issuer act or Depositorshall resign as Escrow Agent hereunder, Buyer shall forthwith appoint a successor Escrow Agent ("Successor") reasonably satisfactory to Sellers. The Escrow Agent may execute at any time give written notice of its powers and perform any of resignation to the other parties hereto. Such resignation shall take effect when the designated Successor accepts its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and appointment in writing. This Agreement may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith assigned by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of Successor without the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all prior written consent of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionhereto.

Escrow Agent. (a) The duties and responsibilities of the Escrow Agent undertakes shall be limited to perform only such duties as are those expressly set forth herein and no in this Agreement. No implied duties of the Escrow Agent shall be impliedread into this Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, any or all the parties hereto even though reference thereto may be made herein. (b) In the event all or any part of the Escrow Shares shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Shares, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if the Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to the XFM Shareholder or XML or to any other person by reason of such compliance. (c) Except for willful misconduct or gross negligence, the Escrow Agent shall not be liable to anyone for any damages, losses or expenses incurred as a result of any act or omission of the Escrow Agent. The Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel for the Escrow Agent given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Agreement or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that the Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of this Agreement. (d) The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents received hereunder, or for any agreement other than description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of any person executing or delivering or purporting to execute or deliver any such document or this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion in any particular manner, nor shall the Escrow AgreementAgent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent may rely upon is not authorized and shall not disclose the name, address, or security positions of the parties or the securities held hereunder in response to requests concerning shareholder communications under Section 14 of the Exchange Act, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. Under no circumstances shall the Escrow Agent be liable for acting any general or refraining from acting upon any written noticeconsequential damages or damages caused, instruction in whole or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented in part, by the proper party action or parties. The Escrow Agent shall be under no duty to inquire into inaction of the XFM Shareholder or investigate the validity, accuracy XML or content any of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it their respective agents or the Escrow Fundemployees. The Escrow Agent shall not be liable for any action taken damage, loss, liability, or omitted delay caused by it in good faith except to the extent that a court accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of competent jurisdiction determines that the Escrow Agent’s gross negligence God or willful misconduct was the primary any cause of any loss to the Issuer which is reasonably unavoidable or Depositor. beyond its reasonable control. (e) The Escrow Agent may execute any consult with legal counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choosing and shall be liable only for the careful selection of any such agent fully protected in acting or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted refraining from acting in good faith by it and in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. . (f) In the event that of a dispute between the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be uncertain entitled to tender the Escrow Shares into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction over the Escrow Shares. The filing of any such legal proceedings shall not deprive the Escrow Agent of its duties or rights compensation hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this earned prior to such filing. (g) The Escrow Agreement, it Agent shall be entitled under no duty to refrain from taking take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might cause it to incur any costs, expenses, losses or liability, unless and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise indemnified with respect thereto in writing by all accordance with paragraph 8 of this Agreement. (h) Any other controversy or claim arising out of or relating to this Agreement, or the breach of the other same, shall be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, each of the parties hereto agrees that any dispute or controversy arising out of or in connection with this Agreement or any alleged breach hereof shall be settled by arbitration in Chicago, Illinois, pursuant to the Commercial Arbitration Rules of the AAA. If the XFM Shareholder and XML cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of the XFM Shareholder and XML (or, if a party fails to make a choice, by the AAA on behalf of such party) and the two arbitrators so chosen will select a third (or, if they fail to make a choice, by the AAA). The decision of the single arbitrator jointly selected by the XFM Shareholder and XML, or, if three arbitrators are selected, the decision of any two of them will be final order or and binding upon the parties and the judgment of a court of competent jurisdictionjurisdiction may be entered thereon. Anything in this Escrow Agreement The arbitrator or arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, arbitration expenses, arbitrators' fees and the administrative fee of the AAA, to the contrary notwithstanding, in no event prevailing party as shall be determined by the Escrow Agent be liable for special, indirect arbitrator or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionarbitrators.

Escrow Agent. The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Agreement. No implied duties of the Escrow Agent shall be read into this Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, any or all the parties hereto even though reference thereto may be made herein. (a) In the event all or any part of the Escrow Shares shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Shares, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if the Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to Paradigm or XFM or to any other person by reason of such compliance. (b) The Escrow Agent undertakes shall not be liable to perform only such duties anyone for any damages, losses or expenses incurred as are expressly set forth herein and no duties shall be implieda result of any act or omission of the Escrow Agent. The Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel for the Escrow Agent given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Agreement or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that the Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of this Agreement. (c) The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents received hereunder, or for any agreement other than description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of any person executing or delivering or purporting to execute or deliver any such document or this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion in any particular manner, nor shall the Escrow AgreementAgent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent may rely upon is not authorized and shall not disclose the name, address, or security positions of the parties or the securities held hereunder in response to requests concerning shareholder communications under Section 14 of the Exchange Act, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. Under no circumstances shall the Escrow Agent be liable for acting any general or refraining from acting upon any written noticeconsequential damages or damages caused, instruction in whole or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented in part, by the proper party action or parties. The Escrow Agent shall be under no duty to inquire into inaction of Paradigm or investigate the validity, accuracy XFM or content any of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it their respective agents or the Escrow Fundemployees. The Escrow Agent shall not be liable for any action taken damage, loss, liability, or omitted delay caused by it in good faith except to the extent that a court accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of competent jurisdiction determines that the Escrow Agent’s gross negligence God or willful misconduct was the primary any cause of any loss to the Issuer which is reasonably unavoidable or Depositor. beyond its reasonable control. (d) The Escrow Agent may execute any consult with legal counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choosing and shall be liable only for the careful selection of any such agent fully protected in acting or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted refraining from acting in good faith by it and in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. . (e) In the event that of a dispute between the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be uncertain entitled to tender the Escrow Shares into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction over the Escrow Shares. The filing of any such legal proceedings shall not deprive the Escrow Agent of its duties or rights compensation hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this earned prior to such filing. (f) The Escrow Agreement, it Agent shall be entitled under no duty to refrain from taking take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might cause it to incur any costs, expenses, losses or liability, unless and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise indemnified with respect thereto in writing by all accordance with Section 8 of this Agreement. (g) Any other controversy or claim arising out of or relating to this Agreement, or the breach of the other same, shall be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, each of the parties hereto agrees that any dispute or controversy arising out of or in connection with this Agreement or any alleged breach hereof shall be settled by arbitration in Chicago, Illinois, pursuant to the Commercial Arbitration Rules of the AAA. If Paradigm and XFM cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of Paradigm and XFM (or, if a party fails to make a choice, by the AAA on behalf of such party) and the two arbitrators so chosen will select a third (or, if they fail to make a choice, by the AAA). The decision of the single arbitrator jointly selected by Paradigm and XFM, or, if three arbitrators are selected, the decision of any two of them will be final order or and binding upon the parties and the judgment of a court of competent jurisdictionjurisdiction may be entered thereon. Anything in this Escrow Agreement The arbitrator or arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, arbitration expenses, arbitrators' fees and the administrative fee of the AAA, to the contrary notwithstanding, in no event prevailing party as shall be determined by the Escrow Agent be liable for special, indirect arbitrator or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionarbitrators.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Company or DepositorDepositors. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. (i) The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein herein, and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to set forth in any additional written escrow instructions that the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may receive after the date of this Agreement that are signed by an officer of Parent and the Stockholder Representative, and may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken act done or omitted by it hereunder as Escrow Agent while acting in good faith except and in the exercise of reasonable judgment, and any act done or omitted pursuant to the extent that a court advice of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause legal counsel shall be conclusive evidence of any loss to the Issuer or Depositor. such good faith. (ii) The Escrow Agent may execute is hereby expressly authorized to disregard any and all warnings given by any of its powers the parties hereto or by any other Person, excepting only orders or processes of courts of law or the arbitrator or arbitrators selected and perform any of its duties hereunder directly authorized to act pursuant to Section 8.4(e), and is hereby expressly authorized to comply with and obey orders, judgments or through agents or attorneys (and shall be liable only for the careful selection decrees of any such agent court or attorney) and may consult with counsel, accountants and other skilled persons to be the arbitrator or arbitrators selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsauthorized to act pursuant to Section 8.4(e). In the event that the Escrow Agent shall obey or comply with any such order, judgment or decree of any court or the arbitrator or arbitrators selected and authorized to act pursuant to Section 8.4(e), the Escrow Agent shall not be uncertain as liable to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or to any other Person by a final order reason of such compliance, notwithstanding any such order, judgment or judgment decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (iii) The Escrow Agent shall not be liable in any respect on account of a court the identity, authority or rights of competent jurisdictionthe parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (iv) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (v) In performing any duties under this Agreement, the Escrow Agent shall not be liable to any party for damages, losses or expenses, except for gross negligence or willful misconduct on the part of the Escrow Agent. Anything The Escrow Agent shall not incur any such liability for (A) any act or failure to act made or omitted in good faith, or (B) any action taken or omitted in reliance upon any instrument, including any written statement of affidavit provided for in this Agreement that the Escrow Agreement Agent shall in good faith believe to the contrary notwithstandingbe genuine, in no event shall nor will the Escrow Agent be liable or responsible for specialforgeries, indirect fraud, impersonations, or consequential loss or damage determining the scope of any kind whatsoever representative authority. In addition, the Escrow Agent may consult with legal counsel in connection with performing the Escrow Agent’s duties under this Agreement and shall be fully protected in any act taken, suffered, or permitted by him/her in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any Person acting or purporting to act on behalf of any party to this Agreement. (vi) If any controversy arises between the parties to this Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and the Escrow Fund and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, may be required, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for damages. Furthermore, the Escrow Agent may at its option, file an action of interpleader requiring the parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and the Escrowed Amount and Subject Dispute Escrowed Cash held in escrow at any time, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the parties jointly and severally agree to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement. (vii) The parties and their respective successors and assigns agree jointly and severally to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to lost profits)any litigation arising from this Agreement or involving its subject matter, even if other than those arising out of the gross negligence or willful misconduct of the Escrow Agent. (viii) The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to the Parent and the Stockholder Representative; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: Parent and the Stockholder Representative shall use their reasonable best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, the Escrow Agent has been advised shall have the right to appoint a successor escrow agent authorized to do business in the State of California. The successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers, and duties of the likelihood predecessor escrow agent as if originally named as escrow agent hereunder. Upon appointment of such loss or damage a successor escrow agent, the Escrow Agent shall be discharged from any further duties and regardless of the form of actionliability under this Agreement.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties duties, including but not limited to any fiduciary duties, shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement other than between the Parties, the terms and conditions of this Agreement will control the actions of Escrow AgreementAgent. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction Release Instruction or request Final Determination furnished to it hereunder and believed by it to be genuine and to have been signed or presented by a Representative. Concurrent with the proper party or partiesexecution of this Agreement, the Company shall deliver to the Escrow Agent authorized representative’s forms in the form of Exhibit A attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it to the Escrow Agent or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsFunds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto the Company which, in its the Escrow Agent’s opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the Company. The Escrow Agent may interplead all of the other parties hereto or by a final order or judgment of assets held hereunder into a court having jurisdiction pursuant to Section 13 or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The Escrow Agent may consult with legal counsel of competent jurisdictionits selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties hereunder. The Escrow Agent will not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that the Escrow Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Party. To the extent practicable, the Company agrees to pursue any redress or recourse in connection with any dispute (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect indirect, punitive, incidental or consequential loss losses or damage damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss losses or damage damages and regardless of the form of action.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty conditions of any other agreement, instrument or document between and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent be required to inquire as to determine if any person or entity has complied with any such agreements, nor shall any additional obligation of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between and or any other than person or entity, the terms and conditions of this Escrow Agreement. Agreement shall control. (c) The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary or partiesother person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 9 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section 10. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or nor shall the Escrow Fund. Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either or the Issuer or Depositorbeneficiary. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys agents. (and shall be liable only for the careful selection of any such agent or attorneye) and The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled personspersons except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either or the beneficiary. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all the property held in escrow until it shall be directed otherwise given a direction in writing by all which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment judgement of a court of competent jurisdiction. Anything jurisdiction agrees to pursue any redress or recourse in this Escrow Agreement to the contrary notwithstanding, in no event shall connection with any dispute without making the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited a party to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionsame.

Escrow Agent. 4.1 The acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of the Escrow Agent: (a) The Escrow Agent undertakes to perform only such duties is not a party to, and is not bound by, any agreement which may be evidenced by, or arising out of, the foregoing instructions, other than as are expressly set forth herein and no duties shall be implied. herein. (b) The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from protected in acting upon any written notice, instruction declaration, request, waiver, consent, receipt or request furnished to it hereunder and believed by it other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to have been signed or presented by the proper party or parties. be. (c) The Escrow Agent shall not be under no duty required to inquire into determine the authenticity of signatures or investigate the validity, accuracy or content power and authority of any signatory to execute such document. The Escrow Agent shall have no duty confirmation, instruction or order and will be entitled to solicit any payments which may be assume the authorization, due it or execution, validity and effectiveness of the Escrow Fund. same. (d) The Escrow Agent shall not be liable for any action error of judgment, or for any act done or step taken or omitted by it in good faith faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except to for its own negligence or wilful misconduct. (e) The Escrow Agent shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own negligence or wilful misconduct. The Vendor and the extent that Purchaser shall, jointly and severally, indemnify, hold harmless and defend the Escrow Agent from and against any and all actions, causes of action, claims, demands, damages, losses, costs, liabilities and expense, of any nature or kind including reasonable legal fees, which may be made or brought against it or which it may suffer or incur as a court result of competent jurisdiction determines that or in respect of or arising out of this Agreement or the Escrow Agent’s duties and responsibilities hereunder, except such as shall result solely and directly from its own gross negligence or willful misconduct was wilful misconduct. (f) In the primary cause event of any loss disagreement between any of the parties hereto resulting in adverse claims or demands with respect to the Issuer Escrowed Shares, the Escrow Agent shall be entitled, at its option, to refuse to comply with any claims or Depositor. The demands on it with respect thereto as long as such disagreement shall continue, and in so refusing, the Escrow Agent may execute any elect to make no delivery of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for Escrowed Shares. In so doing, the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be or become liable in any way to the parties hereto for anything done, suffered its failure or omitted in good faith by it in accordance refusal to comply with the advice such claims or opinion of any such counsel, accountants or other skilled personsdemands. In the event that the The Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation acting or refusing to act until such claims or demands (i) shall be to keep safely all property held have been finally determined in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything , or (ii) shall have been settled by agreement and the Escrow Agent shall have been notified thereof by the Vendor and the Purchaser in writing. (g) The Escrow Agent may pay the Escrowed Shares into court in the Province of Ontario for a determination by such court as to the entitlement to the Escrowed Shares at any time and the Escrow Agent shall thereupon be released from any obligation hereunder. (h) The Escrow Agent may employ such counsel and advisers as it may reasonably require for the purpose of discharging its duties under this Escrow Agreement and the Escrow Agent may act and shall be protected in acting in good faith on the opinion or advice of or information obtained from any such counsel or adviser in relation to any matter arising under this Escrow Agreement. (i) Nothing in acting as Escrow Agent hereunder shall preclude the Escrow Agent from acting, in any manner, as counsel to the Purchaser in connection with any matter or dispute, including disputes pertaining to the Share Purchase Agreement or this Escrow Agreement and the Vendor agrees that it will not raise any objection in any forum to the Escrow Agent acting as counsel to the Purchaser. (j) The Escrow Agent may resign at any time as Escrow Agent upon written notice to the Purchaser and the Vendor and appointment of a replacement escrow agent by the Escrow Agent, which shall be a trust company duly licensed in the Province of Ontario. (k) The Escrow Agent shall not have any duties or responsibilities except as set out in this Escrow Agreement. (l) The Vendor shall pay all of the fees, costs and expenses of the Tax Escrow Agent for its services provided hereunder. 4.2 Any notices required or permitted to be given under the terms of this Escrow Agreement shall be sufficiently given if delivered by hand, e-mail or by fax to the contrary notwithstandingparties at their following respective addresses: To the Vendor: § Attention: § Fax: § Email: § To the Purchaser: § Attention: § Fax: § Email: § To the Escrow Agent: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ Dellelce Place ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ Any notice personally delivered before 4:30 p.m. local time at the place of delivery on a business day shall be deemed to have been received and given on the day of delivery and any notice personally delivered after 4:30 p.m. local time at the place of delivery shall be deemed to have been received and given on the next following business day. Any notice mailed as aforesaid shall be deemed to have been received and given 6 clear days after the day it is mailed, unless there is a postal strike or other disruption affecting mail delivery, in no which event the notice shall be deemed to have been received and given when it is actually received. Any notice transmitted by facsimile before 4:30 p.m. local time on a business day at the Escrow Agent place to which it is sent shall be liable for special, indirect or consequential loss or damage deemed to have been received and given on the day of transmission and any kind whatsoever (including but not limited notice transmitted by facsimile after 4:30 p.m. local time at the place to lost profits), even if which it is sent shall be deemed to have been received and given on the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionnext following business day.

Escrow Agent. (a) The duties and responsibilities of the Escrow Agent undertakes shall be limited to perform only such duties as are those expressly set forth herein and no in this Agreement. No implied duties of the Escrow Agent shall be impliedread into this Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, any or all the parties hereto even though reference thereto may be made herein. (b) In the event all or any part of the Escrow Amount shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Amount, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if the Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to Buyer, Seller, or to any other person by reason of such compliance. (c) Except for willful misconduct or gross negligence, the Escrow Agent shall not be liable to anyone for any damages, losses or expenses incurred as a result of any act or omission of the Escrow Agent. The Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel for the Escrow Agent given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Agreement or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that the Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of this Agreement. (d) The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents received hereunder, or for any agreement other than description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of any person executing or delivering or purporting to execute or deliver any such document or this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion in any particular manner, nor shall the Escrow AgreementAgent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent may rely upon is not authorized and shall not disclose the name, address, or security positions of the parties or the securities held hereunder in response to requests concerning shareholder communications under Section 14 of the Exchange Act, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. Under no circumstances shall the Escrow Agent be liable for acting any general or refraining from acting upon any written noticeconsequential damages or damages caused, instruction in whole or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented in part, by the proper party action or parties. The Escrow Agent shall be under no duty to inquire into inaction of Buyer, Seller, or investigate the validity, accuracy any of their respective agents or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundemployees. The Escrow Agent shall not be liable for any action taken damage, loss, liability, or omitted delay caused by it in good faith except to the extent that a court accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of competent jurisdiction determines that the Escrow Agent’s gross negligence God or willful misconduct was the primary any cause of any loss to the Issuer which is reasonably unavoidable or Depositor. beyond its reasonable control. (e) The Escrow Agent may execute any consult with legal counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choosing and shall be liable only for the careful selection of any such agent fully protected in acting or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted refraining from acting in good faith by it and in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. . (f) In the event that of a dispute between the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be uncertain entitled to tender the Escrow Amount into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction over the Escrow Amount. The filing of any such legal proceedings shall not deprive the Escrow Agent of its duties or rights compensation hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this earned prior to such filing. (g) The Escrow Agreement, it Agent shall be entitled under no duty to refrain from taking take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might cause it to incur any costs, expenses, losses or liability, unless and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise indemnified with respect thereto in writing by all accordance with paragraph 8 of this Agreement. (h) Any other controversy or claim arising out of or relating to this Agreement, or the breach of the other same, shall be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, each of the parties hereto agrees that any dispute or controversy arising out of or in connection with this Agreement or any alleged breach hereof shall be settled by arbitration in Orange County, California, pursuant to the Commercial Arbitration Rules of the AAA. If Buyer and Seller cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of Buyer and Seller (or, if a party fails to make a choice, by the AAA on behalf of such party) and the two arbitrators so chosen will select a third (or, if they fail to make a choice, by the AAA). The decision of the single arbitrator jointly selected by Buyer and Seller, or, if three arbitrators are selected, the decision of any two of them will be final order or and binding upon the parties and the judgment of a court of competent jurisdictionjurisdiction may be entered thereon. Anything in this Escrow Agreement The arbitrator or arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, arbitration expenses, arbitrators' fees and the administrative fee of the AAA, to the contrary notwithstanding, in no event prevailing party as shall be determined by the Escrow Agent be liable for special, indirect arbitrator or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionarbitrators.

Escrow Agent. 3.1 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholder, the Purchasers and the Escrow Agent. 3.2 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s counsel shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. 3.3 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.4 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. 3.5 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. The Escrow Agent has acted as legal counsel for the Company. The Company and the Purchasers consent to the extent Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company and the Purchasers understand that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Escrow Agreement. 3.6 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving 45 days’ prior written notice to the Company and the Purchasers. In the event of any such resignation, the Purchasers and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. 3.7 If the Escrow Agent reasonably requires other or further instruments in connection with this Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. 3.9 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other agreement, instrument or document other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or partiesDesignated Monitor without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the DM Escrow Fund. , including, without limitation, the Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its fraud, gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all Parent and the Designated Monitor which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. 3.1 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholders, the Buyer and the Escrow Agent. 3.2 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. 3.3 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.4 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. 3.5 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. The Escrow Agent has acted as legal counsel for the Buyer. The Company, the Buyer, and the Principal Stockholder each consent to the extent Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company, the Buyer, and the Principal Stockholder each understand that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Escrow Agreement. 3.6 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving 45 days’ prior written notice to the Company, the Buyer, and the Principal Stockholder. In the event of any such resignation, the Buyer and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any Escrow Shares and other documents held by the Escrow Agent. 3.7 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. 3.9 The Company and the Principal Stockholder agrees to indemnify, jointly and severally, and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s) of such Party, as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be disregarded by the Escrow Agent. Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent Funds, including, without limitation, the escrow deposit nor shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as have any duty or obligation to its duties confirm or rights hereunder verify the accuracy or shall receive instructions, claims or demands from correctness of any party hereto which, amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in its opinion, conflict with the Escrow Funds in order to secure any indemnification obligations of the provisions of this Parties or obligation for fees or expenses owed to the Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionAgent hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein herein, which shall be deemed purely ministerial in nature, and no duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall the Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request Joint Release Instruction furnished to it hereunder and believed by it to be genuine and to have been signed or and presented by the proper party Party or partiesParties. Concurrent with the execution of this Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 attached hereto. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party Party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto a Joint Release Instruction or by a final order or judgment of a court of competent jurisdictionFinal Determination. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable liable, directly or indirectly, for any (a) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which result from the Escrow Agent’s fraud, gross negligence or willful misconduct, or (b) special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The payment of the Deposit, Cash to Close and all other funds provided hereunder to the Escrow Agent undertakes is for the accommodation of the parties to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by duties of the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate determined solely by the validity, accuracy or content express provisions of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundthis Agreement. The Escrow Agent shall not be liable for any action taken mistake of fact or omitted error of judgment or any acts or omissions of any kind unless caused by its own willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in good faith except connection with this Agreement is duly authorized to do so by the extent that party on whose behalf such writing, notice, or instruction is given. Upon receiving written notice from either party as to a dispute as to what party should receive any escrow funds, Escrow Agent may continue to hold the Escrowed Funds until both parties jointly provide a written authorization to release the escrowed funds or the Escrow Agent may deposit (interplead) the escrowed funds with a court of competent jurisdiction determines that and the act of such interpleader shall immediately relieve Escrow Agent of its duties, liabilities, and responsibilities hereunder. Transferee and Transferor will, and hereby agree to jointly and severally indemnify the Escrow Agent’s gross negligence Agent for and hold it harmless against any loss, liability, or willful misconduct was expense including Attorney's Fees incurred on the primary cause part of any loss to the Issuer or Depositor. The Escrow Agent may execute any arising out of its powers and perform any or in connection with the acceptance of, or the performance of its duties hereunder directly under, this Agreement, as well as the costs and expenses of defending against any claim or through agents liability arising under this Agreement unless caused by its own willful misconduct or attorneys (and gross negligence. This provision shall be liable only for survive the careful selection of any such agent Closing or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions earlier termination of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionas expressly provided herein.

Escrow Agent. The Escrow Agent undertakes to perform only such duties Agent, when acting as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent Agent, shall not be liable for any action taken or omitted by it in good faith except faith, and believed by it to be authorized or within the extent that a court of competent jurisdiction determines that rights or powers conferred upon it by this Escrow Agreement, and may rely and shall be protected in acting or refraining from acting in reliance upon any notice or certificate, instrument, request, paper or other documents believed by it to be genuine and made, sent, signed or presented by the Escrow Agent’s gross negligence proper party or willful misconduct was the primary cause of any loss to the Issuer or Depositorparties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and Agent, when acting as Escrow Agent, shall not be liable only for the careful selection of any such agent anything it does or attorney) and may consult with counselnot do as Escrow Agent under this Agreement, accountants and other skilled persons to be selected and retained by itexcept for its own gross negligence, willful misconduct. The Escrow Agent shall not be liable responsible for anything done, suffered the validity or omitted in good faith by it in accordance with the advice or opinion sufficiency of any such counsel, accountants stock certificate or other skilled personsinstru-ment evidencing any security delivered to it pursuant hereto, or for the identity or authority of any person delivering any such certificate or other instrument to it. In the event that Until the Escrow Agent shall receive from some person interested in this Agreement written notice of any event upon which the right to receive any release, distribution or payment may depend, it shall incur no liability for actions taken in good faith. The Escrow Agent shall not be uncertain as obligated to its duties take any action to enforce this Agreement, or rights hereunder to appear in, prose-cute or shall receive instructions, claims defend any action or demands from legal proceeding or to file any party hereto whichincome or other tax return if any such action, in its opinion, conflict with any of the provisions of this Escrow Agreementwould or might involve cost, expense, loss or liability unless, and as often as required by it, it shall be furnished with security and an indemnity satisfactory to it from the Company against all such cost, expense, loss or liability. The Escrow Agent shall not be responsible for the validity of any provision of this Agreement or for the execution thereof by any other party, or for the truth of any recitals or other statements of fact herein contained. The Escrow Agent shall be considered as a fiduciary under this Agreement and is not required or entitled to refrain from taking act in any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the capacity hereunder other parties hereto or by than as a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties Agent's sole responsibility hereunder shall be implied. to act as a depositary for the Escrow Fund to hold the Escrow Fund in safekeeping, to invest the Escrow Fund and to release the Escrow Fund as provided herein. (b) The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from protected in acting upon any written notice, instruction request, waiver, consent, certificate, receipt, authorization, power of attorney or request furnished to it hereunder and believed by it other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to have been signed or presented by the proper party or partiesbe. The Escrow Agent shall not be under no duty obligated to inquire into as to the form, manner of execution or investigate the validity, accuracy or content validity of any such document. The document hereafter deposited or delivered pursuant to the provisions hereof, nor shall the Escrow Agent shall have no duty be obligated to solicit any payments which may be due it inquire as to the identity, authority or rights of the Escrow Fund. persons executing the same. (c) The Escrow Agent shall not be liable for any action error of judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own negligence or misconduct. (d) The Escrow Agent may consult with, and obtain advice from legal counsel in the event of any questions as to any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. (e) The Escrow Agent shall have no duties except those that are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement, unless in writing received by it, and, if its duties or liabilities as set forth herein are affected, unless it shall have given its prior written consent thereto. (f) The Escrow Agent shall be indemnified and held harmless by the Sellers from and against any and all expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the extent that a court services of competent jurisdiction determines that the Escrow Agent hereunder, the monies or other property held by it hereunder or any income earned from investment of such monies, other than any expense or loss which arises out of or relates to the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. misconduct. (g) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The resign as Escrow Agent shall by giving the Sellers and the Purchaser not be liable for anything doneless than 30 days' notice of the effective date of such resignation. Upon the expiration of such 30 day period, suffered or omitted in good faith by it the Escrow Agent, in accordance with joint instructions received from the advice Sellers and the Purchaser, shall transfer the Escrow Fund to the substitute Escrow Agent designated jointly by the Sellers and the Purchaser. Should such person refuse to serve, or opinion if the Escrow Agent, on or prior to the effective date of any such counselits resignation, accountants or other skilled persons. In has not received instructions from the event that Sellers and the Purchaser regarding the deposit of the Escrow Fund with a substitute Escrow Agent, the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of thereupon deposit the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of Fund into the other parties hereto or by a final order or judgment registry of a court of competent jurisdiction. Anything The term "Escrow Agent" as used herein shall be construed to mean the party from time to time serving in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actioncapacity hereunder.

Escrow Agent. The Escrow Agent undertakes to perform only such In performing its duties as are expressly set forth herein and no duties shall be implied. The hereunder, Escrow Agent shall have no not incur any liability under to anyone for any damages, losses or expenses, except for its gross negligence or willful misconduct, and no duty it shall accordingly not incur any such liability with respect (a) to inquire any action taken or omitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the provisions truth and accuracy of any agreement other than this Escrow Agreement. The information contained therein, that Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it in good faith believe to be genuine and genuine, to have been signed or presented by a proper Person, and to conform to the proper party provisions of this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Agent against all losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and legal fees and disbursements, that may be imposed upon Escrow Agent or parties. The incurred by Escrow Agent in connection with its acceptance or performance of its duties hereunder, including any litigation arising out of this Agreement or involving the subject matter hereof If any dispute shall arise between Seller and Buyer sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the registry or custody of the clerk of the Superior Court of the County in which the Land is located, or the clerk for the United States District Court, having jurisdiction over the county in which the Land is located, any or all money, property or documents in its hands relating to this Agreement, together with such legal pleadings as it shall deem appropriate, and thereupon be discharged from all further duties and liabilities under no duty to inquire into or investigate the validity, accuracy or content this Agreement. Seller and Buyer shall bear all costs and expenses of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionlegal proceedings.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Escrow Agent shall have no duty or obligation to make any calculations of any kind hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties duties, as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or DepositorPlacement Agent. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. 3.1 The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholder, the Purchasers and the Escrow Agent. 3.2 The Escrow Agent undertakes to perform shall be obligated only for the performance of such duties as are expressly specifically set forth herein and no duties may rely and shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting protected in relying or refraining from acting upon on any written notice, instruction or request furnished to it hereunder and instrument reasonably believed by it the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be under no duty personally liable for any act the Escrow Agent may do or omit to inquire into do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or investigate willful misconduct, and any act done or omitted by the validityEscrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, accuracy in the absence of gross negligence, fraud or content of any such document. willful misconduct. 3.3 The Escrow Agent shall have no duty is hereby expressly authorized to solicit disregard any payments which may be due it and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Fund. Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.4 The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action taken thereunder in the absence of gross negligence, fraud or omitted willful misconduct. 3.5 The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by it in good faith except the Escrow Agent. The Escrow Agent has acted as legal counsel for the Company. The Company, the Principal Stockholder, and the Purchasers consent to the extent Escrow Agent in such capacity as legal counsel for the Company and waive any claim that such representation represents a conflict of interest on the part of the Escrow Agent. The Company, the Principal Stockholder, and the Purchasers understand that the Escrow Agent is relying explicitly on the foregoing provision in entering into this Escrow Agreement. 3.6 The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving 45 days’ prior written notice to the Company and the Purchasers. In the event of any such resignation, the Purchasers and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent. 3.7 If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment or a court of competent jurisdiction determines that after the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers time for appeal has expired and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counselno appeal has been perfected, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that but the Escrow Agent shall be uncertain as under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor. 3.9 The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or rights performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall receive instructionshave been determined by final, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or unappealable judgment of a court of competent jurisdiction. Anything in this Escrow Agreement jurisdiction to have resulted from the contrary notwithstandinggross negligence, in no event shall fraud or willful misconduct of the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Borrower or Depositorthe Lenders. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. (a) The Escrow Agent shall have no liability under and no duties or responsibilities, including, without limitation, a duty to inquire as to review or interpret the provisions of any agreement other than Bridge Loan Agreement, except those expressly set forth herein. Except for this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence , in its capacity as such, is not a party to, or willful misconduct was bound by, any agreement that may be required under, evidenced by, or arise out of the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys Bridge Loan Agreement. (and shall be liable only for the careful selection of any such agent or attorneyb) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that If the Escrow Agent shall be uncertain as to its duties or rights hereunder or 77 shall receive instructions, claims or demands instructions from any party hereto of the undersigned with respect to the Escrowed Notes, which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto Borrower, the Guarantors or the Administrative Agent or by a final order or judgment of a court of competent jurisdiction. Anything The Escrow Agent shall be protected in this Escrow Agreement to the contrary notwithstandingacting upon any notice, in no event shall request, waiver, consent, receipt or other document reasonably believed by the Escrow Agent to be signed by the proper party or parties. (c) The Escrow Agent shall not be liable for specialany error or judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, indirect or consequential loss for anything that it may do or damage refrain from doing in connection herewith, except for its own gross negligence or willful misconduct, and the Escrow Agent shall have no duties to anyone except the Borrower, the Guarantors or the Administrative Agent and their respective successors and permitted assigns. (d) The Escrow Agent may consult legal counsel in the event of any kind whatsoever dispute or question as to the construction of this Agreement, or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of counsel. (e) In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for the Escrowed Notes, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent shall be entitled to continue to so refrain and refuse to so act until all differences shall have been resolved by agreement and the Escrow Agent shall have been notified thereof in writing signed by the Borrower, the Guarantors and the Administrative Agent. In the event of such disagreement which continues for 90 days or more, the Escrow Agent in its discretion may, but shall be under no obligation to, file a suit in interpleader for the purpose of having the respective rights of the claimants adjudicated and may deposit with the court all documents and property held hereunder. The Borrower and the Guarantors agree to pay all reasonable out-of-pocket costs and expenses incurred by the Escrow Agent in such action, including reasonable attorney's fees and disbursements. (f) The Escrow Agent is hereby indemnified by the Borrower and the Guarantors from all losses, costs and expenses of any nature incurred by the Escrow Agent arising out of or in connection with this Agreement or with the administration of its duties hereunder, unless such losses, costs or expenses shall have been caused by the Escrow Agent's willful misconduct or gross negligence. Such indemnification shall survive termination of this Agreement until extinguished by any applicable statute of limitations. (g) The Escrow Agent does not have any interest in the Escrowed Notes deposited hereunder but not limited is serving as escrow holder only and having only possession thereof. This paragraph shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving written notice of its resignation to lost profits)the parties hereto at least 30 days prior to the date specified for such resignation to take effect. Upon the effective date of such resignation, even if the Escrowed Notes shall be delivered by it to such successor escrow agent or as otherwise shall be instructed in writing by the Borrower and the Administrative Agent; whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. If at that time the Escrow Agent has been advised not received such instruction, the Escrow Agent's sole responsibility after that time shall be to safekeep the Escrowed Notes until receipt of a designation of successor Escrow Agent, or a joint written instruction as to disposition of the likelihood Escrowed Notes by the Borrower, the Guarantors and the Administrative Agent or a final order of such loss or damage and regardless a court of competent jurisdiction mandating disposition of the form Escrowed Notes. (i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of actionthis Agreement and acknowledges receipt of the Escrowed Notes. The Borrower and the Guarantors agree to pay to the Escrow Agent as payment in full for its services hereunder the Escrow Agent's compensation set forth in SCHEDULE I hereto. The Borrower and the Guarantors further agree to reimburse the Escrow Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees, and out-of-pocket expenses and disbursements, of its counsel).

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The (a) As escrow agent hereunder, Escrow Agent shall have no duties or responsibilities, except those duties and responsibilities expressly set forth herein. Escrow Agent may consult with counsel and shall be fully protected with respect to any action taken or omitted by it in good faith on the advise of counsel, and shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreementhereunder except for its gross negligence or willful misconduct. The Escrow Agent may rely upon and shall not be liable for acting on any certificate, statement, request, consent, agreement or refraining from acting upon any written notice, instruction or request furnished to other instrument which it hereunder and believed by it believes in good faith to be genuine and to have been signed or presented by the a proper party person or partiespersons. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for bound by any action taken modification to or omitted amendment of this Agreement unless in writing and signed by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The parties hereto, and if its duties as Escrow Agent may execute any of hereunder are affected, unless it shall have given its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsprior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands instructions from any party the parties hereto with respect to the Deposits which, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it Escrow Agent shall be entitled to refrain from taking any action and its sole obligation shall be other than to keep safely all property held in escrow the Deposits, until it shall be directed otherwise in writing by all of the parties hereto. (b) Notwithstanding anything herein to the contrary or which might be construed to the contrary, the Escrow Agent shall be fully and completely discharged and released from any obligation or duty with respect to the Deposits when the Escrow Agent has disbursed the same in accordance with this Agreement. (c) If any dispute arises as to any action to be taken by the Escrow Agent or any distribution of the Deposits, or as to Escrow Agent’s rights and duties under this Agreement, or if the Escrow Agent is in doubt as to such duties, or if any attachment, garnishment, or other parties hereto similar proceeding is instituted or by a final procured as to all or any part of the Deposits, and if any writ, order, or rule of attachment, garnishment, or other similar order is levied upon or judgment entered against any portion of the Deposits, the Escrow Agent shall have the right to: (i) interplead the Deposits, or any part thereof, with a court of competent jurisdiction. Anything in jurisdiction and upon notifying the other parties to this Escrow Agreement to the contrary notwithstandingof such action, in no event shall all liability of the Escrow Agent under the terms of this Agreement shall terminate, except to the extent of accounting for the Deposits; or (ii) institute an action for a declaratory judgment as to the ownership of the Deposits. (d) Escrow Agent shall not receive compensation for the performance of its duties hereunder. (e) Escrow Agent shall be liable for specialindemnified for, indirect or consequential and held harmless against, any loss or damage of any kind whatsoever liability (including but not limited to lost profits)reasonable attorneys’ fees) incurred without willful misconduct or gross negligence on the part of Escrow Agent, even if and arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement. (f) Escrow Agent has may resign hereunder by giving written notice thereof to the parties hereto; provided, however, that Escrow Agent shall not be permitted to resign unless and until a successor escrow agent shall have been advised designated and approved by all parties hereto, which approval shall not be unreasonably withheld, and shall have accepted such designation and agreed to be bound by the provisions of this Agreement. Such resignation shall then take effect upon the likelihood date specified in such notice, whereupon all duties of such loss or damage and regardless of Escrow Agent so resigning shall cease, other than the form of actionduty to account.

Escrow Agent. The acceptance by the Escrow Agent undertakes to perform only such of its duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability obligations under and no duty to inquire as this Agreement is subject to the provisions of any agreement other than following terms and conditions, which the parties to this Escrow Agreement. The Escrow Agent may rely upon Agreement hereby agree shall govern and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished control with respect to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Agent's rights, duties, liabilities and immunities: (a) Except for acts of gross negligence or wilful misconduct, the Escrow Agent shall not be liable for any action taken or omitted to be taken by it or on its behalf in good faith except to and in the extent that a court exercise of competent jurisdiction determines that the Escrow Agent’s gross negligence its reasonable judgment and any act done or willful misconduct was the primary cause of any loss to the Issuer or Depositoromitted by it. The Escrow Agent may execute at any time consult with independent legal counsel of its powers own choice in any such matters, shall have full and perform complete authorization and protection from any action taken or omitted by it hereunder in accordance with the advice of such legal counsel on its duties hereunder directly or through agents or attorneys (part and shall be liable only incur no liability for any delay reasonably required to obtain the careful selection advice of any such agent or attorney) and may consult with legal counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be answerable for the default or misconduct of any agent or legal counsel employed or appointed, at its discretion, by it if such agent or legal counsel shall have been selected with reasonable care; (b) The Company, the Company Securityholders (including the Representative), the Purchaser and the Parent shall indemnify and hold harmless the Escrow Agent and its employees, directors and officers from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever which may be brought against the Escrow Agent or which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Agreement, save only in the event of the gross negligence or the wilful misconduct of the Escrow Agent. It is understood and agreed that this indemnification shall survive the termination or discharge of this Agreement or the resignation of the Escrow Agent; (c) The Escrow Agent and its partners, employees, agents, successors and assigns shall not be liable for anything doneany damage, suffered loss or omitted destruction of any of the documents held hereunder due to fire, flood, tornado, act of God, theft, or any other similar causes not resulting from the gross negligence or wilful misconduct of the Escrow Agent or its employees, agents, successors and assigns; (d) The Escrow Agent and its employees, agents, successors and assigns shall have no duty to know or determine the performance or non-performance of any provision of this Agreement or any other agreement except as expressly required or contemplated in good faith the performance by the Escrow Agent of the functions contemplated to be performed by it under this Agreement. The Escrow Agent may act in accordance reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the advice provisions hereof has been duly authorized to do so. The duties and responsibilities of the Escrow Agent are purely administrative in nature and are limited to those expressly stated herein; (e) The provisions of this Agreement are not intended to and shall not restrict or opinion remove any other rights which the Escrow Agent may have at law or in equity to seek relief or direction from any court of competent jurisdiction in addition to such as are expressly set forth herein; (f) Except as otherwise expressly provided herein, the Escrow Agent is hereby authorized to disregard any and all notices or warnings, other than written notices given by or on behalf of both the Purchaser and the Representative or their respective counsel, and is hereby expressly authorized to comply with and obey any and all processes, orders, judgments or decrees of any court having jurisdiction as permitted by Section 16(d). If the Escrow Agent obeys or complies with any such counselprocess, accountants order, judgment, or decree of such a court from which all rights of appeal have expired, the Escrow Agent and its partners, employees, agents, successors and assigns shall not be liable to any of the other skilled personsparties hereto or anyone else by reason of such compliance, notwithstanding any such process, order, judgment, or decree be subsequently reversed, modified, annulled, set aside, or vacated, or be subsequently found to have been issued or entered into without jurisdiction; (g) The Escrow Agent shall be under no duty or obligation to ascertain the identity, authority, or rights of the parties (or their agents) executing or delivering or purporting to execute or deliver this Agreement, or any instruments, documents, or paper related hereto or properties deposited or called for hereunder; (h) The Escrow Agent shall be entitled to be paid its usual fees for the performance of its duties hereunder and to be reimbursed for any disbursements incurred in connection with the performance of its duties hereunder (collectively, the "ESCROW AGENT FEES"). The Purchaser and the Parent shall be jointly and severally liable for all Escrow Agent Fees and the Purchaser shall be invoiced for payment of the Escrow Agent Fees, on its own behalf and on behalf of the Parent, and failing the receipt of payment from the Purchaser the Escrow Agent may request payment from the Parent; (i) The Escrow Agent may resign from its position at any time upon thirty (30) days prior written notice to the Purchaser and the Representative. In addition, the Purchaser and the Representative may jointly remove the Escrow Agent at any time without cause, by an instrument given to the Escrow Agent, which instrument shall designate the effective date of such removal. Upon such resignation or removal, the Escrow Agent shall take such steps as are necessary to transfer any property held in escrow to a successor escrow agent agreed to by the Purchaser and the Representative, and, where such agreement is not obtained within seven (7) Business Days after the Escrow Agent's resignation or removal, then to any court of competent jurisdiction. Upon such resignation or removal, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement other than to retain and safeguard the Escrow Fund and the Representative Expense Fund then in its possession until receipt of a designation of successor escrow agent or a joint written disposition instruction by or on behalf of the Purchaser and the Representative or a final non-appealable order of a court of competent jurisdiction; (j) Nothing contained in this Agreement shall require the Escrow Agent to expend its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, or do anything not expressly provided for herein, except in relation to acts of gross negligence or wilful misconduct of the Escrow Agent or its employees, agents, successors and assigns; and (k) In the event of any disagreement between or among any or all of the Purchaser, the Company Securityholders or the Representative resulting in adverse claims or demands being made in connection with the Escrow Fund or in the event that the Escrow Agent shall be uncertain is in doubt as to its duties or rights hereunder or shall receive instructionswhat action it should take hereunder, claims or demands from any party hereto whichthe Escrow Agent, in its opiniondiscretion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation retain the Escrow Fund until the Escrow Agent shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all have received (i) joint written instructions of or on behalf of the other parties hereto Purchaser and the Representative directing delivery of the Escrow Fund, or by (ii) a final order or judgment written decision of a any court of competent jurisdiction. Anything in this jurisdiction from which all rights of appeal have expired directing delivery of the Escrow Agreement to the contrary notwithstandingFund, in no which event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if shall disburse the Escrow Fund in accordance with such instructions or decision. The Escrow Agent has been advised of the likelihood of shall act on such loss instructions or damage and regardless of the form of actiondecision without further question.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. Solely with respect to the duties of the Escrow Agent, in the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Purchase Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or partiesan Authorized Representative(s) as applicable, without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. Account, including, without limitation, the Escrow Deposit or Floor Amount nor, except as expressly set forth herein, shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence negligence, or willful misconduct was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its gross negligence, or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled personspersons so long as such persons were selected with reasonable care. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow AgreementAgreement or if the Escrow Agent receives conflicting instructions from the Parties, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdictionjurisdiction (it being understood that the Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final). The Parties agree, to the extent reasonably practicable, to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. The Parties grant to Escrow Agent a lien and security interest in the Escrowed Funds in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The (a) It is understood and agreed that the duties of Escrow Agent undertakes are entirely ministerial, being limited to perform receiving, holding, and performing any actions regarding Pledged Share Collateral in accordance with this Agreement. (b) Escrow Agent is not a party to, and is not bound by, any other agreement with respect to AIRTECH, ITC and the Selling Shareholders. (c) Escrow Agent acts hereunder as a "depository" only such duties as are expressly set forth herein and no duties shall be implied. The is not responsible or liable, in any manner whatsoever, for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with the respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same. (d) Escrow Agent shall have no liability under and no duty not be required to inquire as to the provisions take or be bound by any notice of any agreement other than this Escrow Agreement. The default of by any person, or to take any action with respect to such default involving any expense or liability, unless notice, in writing, is given to an officer of Escrow Agent may rely upon of such default by a party entitled to give said notice and unless it is indemnified in the matter satisfactory to it against any expense or liability arising therefrom. (e) Escrow Agent shall not be liable for acting or refraining from acting upon any written notice, instruction request, waiver. consent, receipt, or request furnished to it hereunder and other paper or document believed by it Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The . (f) Escrow Agent shall not be liable for any action error of judgement for or any act done or step taken or omitted admitted by it it, in good faith, or for any mistake of fact or law, or for anything that t may do or refrain from doing in connection therewith, except its own willful misconduct. (g) Escrow Agent may consult with legal counsel in the event of any dispute or question as to construction of the foregoing instructions or Escrow Agent's duties hereunder, and Escrow Agent shall no incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. (h) In the event of any disagreement, default or dispute between AIRTECH, ITC and the Selling Shareholders, or any one of them, which might result in adverse claims and/or demands being made in connection with the Pledged Share Collateral involved herein or affected hereby, Escrow Agent's sole duties shall be to act in good faith except and a commercially reasonable manner as to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositorall parties. The Specifically, Escrow Agent may execute any file an interpleader action in the District Courts of the State of Utah in which it indicates that there is a dispute between the parties, it tenders the pledged collateral to the court, and asks the court to determine the proper ownership or disposition of the Pledged Share Collateral. Upon filing of said action and tendering of the Pledged Share Collateral, all duties, responsibilities, and liabilities of Escrow Agent under this Agreement shall be considered fully performed and cease to exist. (i) Until such time as Escrow Agent has received an advance of its powers estimated costs and perform attorney's fees to file any of aforementioned interpleader action from AIRTECH, ITC, Selling Shareholders, or any one or more thereof, Escrow Agent, at its duties hereunder directly or through agents or attorneys (and option, shall be liable only for the careful selection of entitled to refuse to comply with any claim or demand so long as such agent or attorney) and may consult with counseldisagreement shall continue and, accountants and other skilled persons to be selected and retained by it. The in so refusing, Escrow Agent shall not be or become liable to AIRTECH, ITC, Selling Shareholders, or any one or more thereof for anything done, suffered the failure or omitted in good faith by it in accordance refusal to comply with the advice such conflicting or opinion of any such counsel, accountants or other skilled persons. In the event that the adverse demands ad Escrow Agent shall be uncertain as entitled to its duties or continue to so refrain and refuse to so act until: (A) The rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions adverse claimants have been fully adjudicated in a court assuming and having jurisdiction of this the parties and the pledged security affected hereby. and/or (B) All differences have adjusted by agreement and Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise Agent having been notified thereof in writing signed by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actioninterested.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have no liability under any requirements to comply with, the terms and no duty to inquire as to the provisions conditions of any agreement other than agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the ROFR (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Underlying Agreement, any schedule or exhibit attached to the Escrow Agreement, or any other agreement among the Parties, the terms and conditions of this Escrow Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party Party or partiesParties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Fund. Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (b) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (attorneys, and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the careful selection of any such agent or attorney) and . The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything doneany action taken, suffered or omitted in good faith to be taken by it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise given a direction in writing by all the Parties which eliminates such ambiguity or uncertainty to the satisfaction of the other parties hereto Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction. The Parties agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it it, in good faith, to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind, and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict or (ii) court order issued by a court of competent jurisdiction (it being understood that the Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Property, including, without limitation, the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and Amount, nor shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as have any duty or obligation to its duties confirm or rights hereunder verify the accuracy or shall receive instructions, claims or demands from correctness of any party hereto which, in its opinion, conflict amounts deposited with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including including, but not limited to to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Parent or DepositorShareholders’ Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments payments, which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or negligence, willful misconduct or violation of law was the primary cause of any loss to the Issuer Buyer or Depositorthe Seller. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or a written opinion of any such counsel, accountants counsel or other skilled personsaccountants. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent shall not take any action required of it pursuant to this Escrow Agreement until the Escrow Agent has received joint written instructions by Party A and Party B and may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to either of the Issuer or DepositorParties. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personspersons except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either of the Parties. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. The Escrow Agent may interplead all of the assets held hereunder into a court of competent jurisdiction or may seek a declaratory judgment with respect to certain circumstances, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or any action or nonaction based on such declaratory judgment. The parties hereto other than the Escrow Agent agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent may rely on the validity, accuracy and content of the statements contained any written notice, document, instruction, or request furnished to it hereunder by Party A and Party B without further investigation, inquiry or examination. For the avoidance of doubt, the Escrow Agent shall have no liability with respect to any provisions of this Escrow Agreement which set forth obligations or limitations of liability that the other parties to this Esrcrow Agreement have to each other. The Escrow Agent shall have no obligation to investigate, inquire, examine or assist in any manner whatsoever, the parties' compliance with the terms of this Escrow Agreement that incorporate by reference provisions of the Merger Agreement that apply to the other parties' obligations or limitations of liability to each other that do not relate to obligations of the Escrow Agent under this Escrow Agreement.

Escrow Agent. The A. It is understood and agreed that the duties of the Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fundpurely ministerial in nature. The Escrow Agent shall not be liable to the Seller or Purchaser, or to anyone else, for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the exercise of reasonable judgment, except to the extent that a court for acts of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositornegligence. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (rely conclusively and shall be liable protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only for as to its due execution and the careful selection validity and effectiveness of its provisions, but also as to the truth and acceptability of any such agent or attorney) and may consult with counselinformation therein contained), accountants and other skilled persons which is reasonably believe by the Escrow Agent to be selected genuine and retained to be signed or presented by itthe proper person or persons. The Escrow Agent shall not be liable for anything donebound by any notice or demand, suffered or omitted in good faith by it in accordance with the advice any waiver, modification, termination or opinion rescission of any such counsel, accountants this Agreement or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreementterms hereof, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or unless evidenced by a final order or judgment of entered by a court of competent jurisdiction. Anything in this Escrow Agreement , or a writing delivered to the contrary notwithstanding, in no event shall the Escrow Agent be liable signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its consent thereto. B. If for specialany reason the Closing does not occur and either party makes a written demand upon the Escrow Agent for payment or refund, indirect as the case may be, of all or consequential loss any portion of the ▇▇▇▇▇▇▇ Money Deposit, including any additional payments deposited into escrow pursuant to this Agreement, such party shall, simultaneously with its written demand upon the Escrow Agent, give written notice of such demand to the other party by the same means of communication employed by such party to make demand upon the Escrow Agent. If the Escrow Agent does not receive a written objection from the other party to the proposed payment or damage refund, as the case may be, within seven (7) business days after the receipt of any kind whatsoever (including but not limited such written demand by Escrow Agent and the other party, the Escrow Agent is hereby authorized to lost profits)make such payment or refund, even as the case may be; provided, however, if Escrow Agent receives timely written objection from the other party, the Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from both parties to this Agreement or until a judgment on the determination is entered by a court of competent jurisdiction, whereupon the Escrow Agent shall make disposition thereof in accordance with such instructions or such order. Notwithstanding the foregoing, if the Escrow Agent receives written notice that Purchaser has been advised terminated this Agreement during the Inspection Period, the Escrow Agent is hereby authorized to immediately refund to Purchaser any deposits made by Purchaser which are refundable upon such termination in accordance with the terms of this Agreement, without Seller’s consent or the likelihood of such loss or damage notice and regardless of the form of actionfive-day waiting period requirements set forth above.

Escrow Agent. Limitation of the Escrow Agent's Liability; Responsibilities of the Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agent's responsibility and no duties liability under this Agreement shall be impliedlimited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance by the Escrow Agent hereunder, except for any gross negligence or willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is not obligated to supervise, inspect, or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific term hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or Marketable Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall have no liability under and no duty be entitled to inquire as rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with the provisions of this Agreement without being required to determine the authenticity or the correctness of any agreement other than this Escrow Agreementfact stated therein or the propriety or validity of service thereof. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting act in reliance upon any written notice, instruction instrument comportinq with the provisions of this Agreement or request furnished to it hereunder and signature believed by it to be genuine and may assume that any person purporting to have give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been signed or presented by duly authorized to do so. provided, however, that the proper party or partiesEscrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be under no duty liable to inquire into the Company for acting without the Company's consent in accordance with such a proposal on or investigate after the validitydate specified therein if (i) the specified date is at least two business days after the Company receives the Escrow Agent's request for instructions and its proposed course of action, accuracy or content of any such documentand (ii) prior to so acting, the Escrow Agent has not received the written instructions requested from the Company. The Escrow Agent shall have no duty may act pursuant to solicit the written advice of counsel chosen by it with respect to any payments which may be due it or the Escrow Fund. The Escrow Agent matter relating to this Agreement and (subject to Section 4(a)(ii)) shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any accordance with such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itadvice. The Escrow Agent shall not be liable for anything donecalled upon to advise any party as to selling or retaining, suffered or omitted in good faith by it in accordance taking or refraining from taking any action with the advice or opinion of respect to, any such counsel, accountants securities or other skilled personsproperty deposited hereunder. In the event that of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent shall be uncertain as entitled to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict refuse to comply with any of and all claims, demands or instructions with respect to such property or funds, and the provisions of this Escrow AgreementAgent shall not be or become liable for its failure or refusal to comply with conflicting claims, it demands or instructions. The Escrow Agent shall be entitled to refrain from taking refuse to act until either any action and its sole obligation conflicting or adverse claims or demands shall be to keep safely all property held in escrow until it shall be directed otherwise in writing have been finally determined by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything jurisdiction or settled by agreement between the conflicting claimants as evidenced in this Escrow Agreement a writing, satisfactory to the contrary notwithstandingEscrow Agent, in no event shall or the Escrow Agent be liable for special, indirect shall have received security or consequential loss or damage of any kind whatsoever (including but not limited an indemnity satisfactory to lost profits), even if the Escrow Agent has been advised sufficient to save the Escrow Agent harmless from and against any and all loss, liability or expense which the Escrow Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as the likelihood Escrow Agent may deem necessary. No provision of such loss this Agreement shall require the Escrow Agent to expend or damage and regardless risk its own funds or otherwise incur any financial liability in the performance of the form any of actionits duties hereunder.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between any of the parties hereto, in connection herewith, if any, including without limitation the Compliance Agreement, nor shall the Escrow Agent be required to determine if any person or entity has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. (b) The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundFunds. The Escrow Agent shall have no duty or obligation to make any calculations of any kind hereunder. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or willful misconduct was the primary cause of any loss to the Issuer Purchaser or Depositorthe Seller Representative. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep hold safely all property held in escrow the Escrow Funds until it shall be directed otherwise in writing by all of the other parties hereto Purchaser and the Seller Representative jointly or by a final order or judgment of a court of competent jurisdiction. The parties to this Escrow Agreement agree to pursue any redress or recourse in connection with any dispute without making the Escrow Agent a party to the same, except where the Escrow Agent is a necessary party or is otherwise required by law to be a party to such dispute. (d) Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, which shall be deemed purely ministerial in nature, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than agreement. Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement shall control the actions of Escrow AgreementAgent. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties reasonably believed in good faith by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be disregarded by Escrow Agent. Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of this Agreement, or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written instruction executed by Authorized Representatives of both TheMaven and the Company which eliminates such conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow FundDeposit, including, without limitation, the Escrow Deposit nor shall Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Parties grant to Escrow Agent shall not be liable for any action taken or omitted by it a lien and security interest in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence Deposit in order to secure any indemnification obligations of the Parties or willful misconduct was the primary cause of any loss obligation for fees or expenses owed to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdictionhereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided, however, that the foregoing shall not apply to the extent such loss or damages is caused by fraud on the part of the Escrow Agent.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except and its liability hereunder shall be limited to the extent that a court of competent jurisdiction determines that the Escrow Agent’s liability for gross negligence or willful misconduct was on its part. The Company and the primary cause Purchasers agree to save harmless, and the Company agrees to indemnify and defend, the Escrow Agent for, from and against their respective share of any loss loss, damage, liability, judgment, cost and expense whatsoever, by reason of, or on account of, any misrepresentation made to the Issuer it or Depositor. The its status or activities as Escrow Agent may execute under this Agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence or willful misconduct on the part of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by itEscrow Agent. The Escrow Agent shall not be liable responsible for anything doneany failure or inability of any of the parties to perform or comply with the provisions of this Agreement, suffered or omitted the agreements delivered in connection herewith. In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely in good faith upon any document (including facsimile transmitted copies of documents), instrument or signature believed by it in good faith to be genuine and to be signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may assume in good faith that any person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. Each party hereto acknowledges that (a) the Escrow Agent is not acting as legal counsel to such party in any manner or respect in connection with the transactions contemplated by this Agreement, and (b) the Escrow Agent is serving as an accommodation to the parties hereto. It is understood and further agreed that the Escrow Agent shall: (a) be under no duty to enforce payment of any subscription that is to be paid to and held by it hereunder; (b) promptly notify the Purchasers and the Company of any discrepancy between the amounts set forth on any statement delivered by the Purchasers and/or the Company and the sum or sums delivered to it therewith; (c) be under no duty to accept funds, checks, drafts or instruments for the payment of money from anyone other than the Company or the Purchasers, or to give any receipt therefor except to the Company or the Purchasers, with a copy in each case to the Company; (d) be protected in acting upon any notice, request, certificate, approval, consent or other paper reasonably believed by it to be genuine and to be signed by the proper party or parties (including, but not limited to, copies of documents transmitted by facsimile); (e) be permitted to consult with counsel of its choice, and shall not be liable for any action taken, suffered, or omitted by it in accordance with the advice of such counsel; provided, however, that nothing in this subsection (e), nor any action taken by the Escrow Agent, or opinion suffered or omitted by it in accordance with the advice of any such counsel, accountants or other skilled persons. In the event that shall relieve the Escrow Agent from liability for any claims that are occasioned by its gross negligence or willful misconduct; (f) not be bound by any modification, amendment, termination, cancellation, or rescission of this Agreement, unless the same shall be in writing and signed by it; (g) be entitled to refrain from taking any action other than to keep all property held in escrow if it (i) shall be uncertain as to concerning its duties or rights hereunder hereunder, or (ii) shall receive instructions, have received claims or demands from any party hereto whichparty, or (iii) shall have received instructions from the Purchasers and/or the Company that, in its the Escrow Agent's opinion, are in conflict with any of the provisions of this Escrow Agreement, until it shall have received a final judgment by a court of competent jurisdiction; (h) have no liability for following the instructions herein or expressly provided for herein, or the written instructions given jointly by the Purchasers and/or the Company; and/or (i) have the right, at any time, to resign hereunder by giving written notice of its resignation to all other parties hereto at least three (3) business days prior to the date specified for such resignation to take effect, and upon the effective date of such resignation all cash and other payments and all other property then held by the Escrow Agent hereunder shall be entitled delivered by it to refrain from taking any action such person as may be designated in writing by the other parties executing this Agreement, whereupon the Escrow Agent's obligations hereunder shall cease and its terminate. If no such person has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate. The Escrow Agent's sole obligation responsibility thereafter shall be to keep safely all property then held in escrow until by it shall be directed otherwise in writing and to deliver the same to a person designated by all of the other parties hereto executing this Agreement or by in accordance with the directions of a final order or judgment of a court of competent jurisdiction. Anything [Remainder of page is intentionally left blank.] DYNAGEN, INC. SECURITIES PURCHASE AGREEMENT Counterpart Signature Page If you are in this Escrow Agreement to agreement with the contrary notwithstandingforegoing, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of please sign the form of action.acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon, this Agreement shall become a binding Agreement among us. Very truly yours, DYNAGEN, INC. By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ -------------------------- Title: Executive Vice President -------------------------- DYNAGEN, INC. SECURITIES PURCHASE AGREEMENT Counterpart Signature Page If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this Agreement and return the same to the Company, whereupon, this Agreement shall become a binding Agreement among us. Very truly yours,

Escrow Agent. The parties hereto designate First American Title Insurance Company (Cleveland, Ohio), Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, e-mail: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent undertakes agrees that the ▇▇▇▇▇▇▇ Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: (i) applied against the Purchase Price if Closing occurs; or (ii) delivered to perform only such duties as are expressly Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the ▇▇▇▇▇▇▇ Deposit shall be paid to the party entitled to receive the ▇▇▇▇▇▇▇ Deposit pursuant to this Agreement. i) Escrow Agent is hereby appointed by ▇▇▇▇▇ and Seller to receive, hold and dispose of the ▇▇▇▇▇▇▇ Deposit set forth herein above in accordance with the terms and no duties shall be impliedconditions hereof. The Escrow Agent shall have no liability under not release any or all of the ▇▇▇▇▇▇▇ Deposit without joint written instructions from ▇▇▇▇▇ and no duty Seller. Escrow Agent is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority of any person executing or depositing it. ii) ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to inquire indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own gross negligence or willful misconduct. iii) In the event of a dispute concerning the ▇▇▇▇▇▇▇ Deposit, Escrow Agent may continue to hold the ▇▇▇▇▇▇▇ Deposit pursuant to the terms hereof, or may, after giving Buyer and Seller at least 15 days’ advance, written notice, at the joint and several cost of the Buyer and Seller, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of the ▇▇▇▇▇▇▇ Deposit in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. iv) Escrow Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the provisions construction of any agreement other than this Escrow Agreement. The provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the opinion or instructions of such counsel. v) Escrow Agent may rely upon and shall not be liable for acting or refraining from protected in acting upon any written notice, instruction request, waiver, consent, certificate, receipt, authorization, power of attorney or request furnished to it hereunder and believed by it other document Escrow Agent in good faith believes to be genuine and what it purports to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionbe.

Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under not be entitled to any fees or compensation for its services as escrow agent hereunder. Escrow Agent shall be liable only to hold the E▇▇▇▇▇▇ Money, to invest same as provided for herein, and no duty to inquire as deliver same to the parties named herein in accordance with the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon Agent, as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for acting any damages, losses or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to expenses unless same shall be genuine and to have been signed or presented caused by the proper party gross negligence or partieswillful malfeasance of Escrow Agent. The In the event of any disagreement among any of the parties to this Agreement or among them or any of them and any other person, resulting in adverse claims and demands being made in connection with or for any Property involved herein or affected hereby, Escrow Agent shall be under no duty entitled to inquire into or investigate the validity, accuracy or content of refuse to comply with any such document. The claims or demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of the E▇▇▇▇▇▇ Money then held by it under this Agreement, and in so doing Escrow Agent shall not become liable in any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of adverse claimants shall have been finally settled by binding arbitration or finally adjudicated in a court assuming and having jurisdiction of the Property involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and Escrow Agent shall have no duty to solicit any payments which may be due it or been notified in writing of such agreement signed by the Escrow Fundparties hereto. The Further, Escrow Agent shall not be liable for have the right at any action taken or omitted time after a dispute between Seller and Purchaser has arisen, to pay the E▇▇▇▇▇▇ Money held by it in good faith except to the extent that a into any court of competent jurisdiction determines for payment to the appropriate party, whereupon Escrow Agent's obligations hereunder shall terminate. Seller and Purchaser agree that the status of Purchaser's counsel as Escrow Agent’s gross negligence Agent under this Agreement does not disqualify such law firm from representing the Purchaser in connection with this transaction and in any disputes that may arise between Seller and Purchaser concerning this transaction, including any dispute or willful misconduct was the primary cause of any loss controversy with respect to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionE▇▇▇▇▇▇ Money.

Escrow Agent. (A) The Escrow Agent undertakes to perform only such (I) shall have no duties or responsibilities except as are expressly set forth herein and no duties in this Section 2.01(i), (II) shall not be implied. The responsible in its capacity as Escrow Agent shall have no liability under and no duty for any recitals, statements, representations or warranties contained herein, or in any certificate or other document referred to inquire as to herein, the provisions validity, effectiveness or enforceability of this Agreement, or the failure of any agreement other than this Escrow Agreementparty to perform any of its obligations hereunder, (III) shall not be required to initiate or conduct any litigation or collection proceedings and (IV) shall not be responsibility for any action taken or omitted to be taken hereunder except for its gross negligence or willful misconduct. The Escrow Agent may rely upon consult with legal counsel and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed other experts selected by it to be genuine in its sole discretion at the expense of ServiceWare, and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted taken in good faith by it in accordance with the advice of such counsel or opinion experts. (B) The Escrow Agent shall be entitled to rely upon any certification, notice or other communication believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper person or entity and delivered in accordance with this Agreement. The Escrow Agent shall not be required to take any action which shall expose it to personal liability or which is contrary to this Agreement or applicable law. (C) The Escrow Agent shall not be deemed to have knowledge or notice of the occurrence of any event unless it shall have received written notice thereof in accordance with this Agreement. (D) ServiceWare hereby agrees to indemnify the Escrow Agent for any and all losses, liabilities, damages, deficiencies or expenses of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Escrow Agent in its capacity as such counselin any way relating to or arising out of this Agreement or the transactions contemplated hereby, accountants or other skilled personsincluding the enforcement of any of the terms hereof. In the event that Except as expressly required herein, the Escrow Agent shall in all cases be uncertain as fully justified in failing or refusing to act hereunder unless it shall receive further assurances to its duties reasonable satisfaction from ServiceWare of its indemnification obligations hereunder and against any and all losses, liabilities, damages, deficiencies or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall expenses that may be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing incurred by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect by reason of taking or consequential loss continuing to take such action in accordance with the terms hereof. (E) Any fees or damage of any kind whatsoever (including but not limited other amounts due to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionin connection with its obligations hereunder shall be paid by ServiceWare.

Escrow Agent. (a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement. No implied duties of the Escrow Agent shall be read into this Escrow Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, any or all the parties hereto even though reference thereto may be made herein. (b) In the event all or any part of the Escrow Securities shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Escrow Securities, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if the Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to VETCO, SkyLynx, the VETCO Shareholders or SAC or to any other person by reason of such compliance. (c) The Escrow Agent undertakes shall not be liable to perform only such duties anyone for any damages, losses or expenses incurred as are expressly set forth herein and no duties shall be implieda result of any act or omission of the Escrow Agent, except for gross negligence or willful misconduct. The Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel for the Escrow Agent given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Escrow Agreement or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that the Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of any agreement other than this Escrow Agreement. (d) The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents received hereunder, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of any person executing or delivering or purporting to execute or deliver any such document or this Escrow Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion in any particular manner, nor shall the Escrow Agent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent may rely upon is not authorized and shall not disclose the name, address, or security positions of the parties or the securities held hereunder in response to requests concerning shareholder communications under Section 14 of the Exchange Act, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. Under no circumstances shall the Escrow Agent be liable for acting any general or refraining from acting upon any written noticeconsequential damages or damages caused, instruction in whole or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented in part, by the proper party action or parties. The Escrow Agent shall be under no duty to inquire into inaction of VETCO, SkyLynx, the VETCO Shareholders or investigate the validity, accuracy SAC or content any of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it their respective agents or the Escrow Fundemployees. The Escrow Agent shall not be liable for any action taken damage, loss, liability, or omitted delay caused by it in good faith except to the extent that a court accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of competent jurisdiction determines that the Escrow Agent’s gross negligence God or willful misconduct was the primary any cause of any loss to the Issuer which is reasonably unavoidable or Depositor. beyond its reasonable control. (e) The Escrow Agent may execute any consult with legal counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choosing and shall be liable only for the careful selection of any such agent fully protected in acting or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted refraining from acting in good faith by it and in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. . (f) In the event that of a dispute between the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be uncertain entitled to tender the Escrow Securities into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Escrow Agreement. Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction over the Escrow Securities. The filing of any such legal proceedings shall not deprive the Escrow Agent of its duties compensation hereunder earned prior to such filing. (g) The Escrow Agent shall be under no duty to take any legal action in connection with this Escrow Agreement or rights hereunder towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might cause it to incur any costs, expenses, losses or liability, unless and until it shall receive instructions, claims or demands from any party hereto which, be indemnified with respect thereto in its opinion, conflict accordance with any of the provisions Section 8 of this Escrow Agreement. (h) Any other controversy or claim arising out of or relating to this Escrow Agreement, it or the breach of the same, shall be entitled to refrain from taking settled through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, each of the parties agrees that any action and its sole obligation dispute or controversy arising out of or in connection with this Escrow Agreement or any alleged breach hereof shall be settled by arbitration in Denver, Colorado, pursuant to keep safely all property held in escrow until it the Commercial Arbitration Rules of the AAA. If VETCO, SkyLynx, the VETCO Shareholders and SAC cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be directed otherwise in writing chosen by all each of SkyLynx/SAC and the VETCO Shareholders (or, if a party fails to make a choice, by the AAA on behalf of such party) and the two arbitrators so chosen will select a third (or, if they fail to make a choice, by the AAA). The decision of the other single arbitrator jointly selected by the parties hereto or by a hereto, or, if three arbitrators are selected, the decision of any two of them will be final order or and binding upon the parties and the judgment of a court of competent jurisdictionjurisdiction may be entered thereon. Anything in this Escrow Agreement The arbitrator or arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, arbitration expenses, arbitrators' fees and the administrative fee of the AAA, to the contrary notwithstanding, in no event substantially prevailing party as shall be determined by the Escrow Agent be liable for special, indirect arbitrator or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionarbitrators.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such those duties as are expressly set forth herein and no duties shall be implied. . (b) The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement of the CSKI Shareholder and/or the Third Parties other than this Escrow Agreement. . (c) The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. . (d) The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. . (e) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer Third Parties or Depositor. the CSKI Shareholder. (f) The Escrow Agent may execute any consult with legal counsel of its powers choosing as to any matter relating to this Agreement and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted incur any liability in acting in good faith by it in accordance with the advice or opinion of any from such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. . (g) Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profitsprofits and/or savings), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (h) The Escrow Agent may resign at any time by giving the CSKI Shareholder and the Third Parties thirty (30) calendar days’ prior written notice thereof. (i) In the event Escrow Agent shall be uncertain as to its duties or rights hereunder or receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, other than keep safely the Escrow Shares, until it shall be jointly directed otherwise by the parties hereto or by a determination by a court of competent jurisdiction which order or decree is not subject to appeal. (j) The Escrow Agent shall not be obligated to institute legal proceedings of any kind and shall not be required to defend any legal proceeding instituted against it or in respect to the Escrow Shares.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be impliedherein. The It is understood that the Escrow Agent shall have no liability under is not a trustee or fiduciary and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement. The Escrow Agent may rely upon and shall not be liable for is acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. merely in a ministerial capacity. (b) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the extent that truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (c) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Buyer pursuant to the terms of this Agreement or, if such notice is disputed by Buyer or the Representative, the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction determines that jurisdiction, is to pay to Buyer the amount specified in such notice or settlement value, and the Escrow Agent’s gross negligence Agent shall have no duty to determine the validity, authenticity or willful misconduct was the primary cause enforceability of any loss to the Issuer specification or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys certification made in such notice. (and shall be liable only for the careful selection of any such agent or attorneyd) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 5(f) for any action taken or suffered by it hereunder in good faith and in accordance with the advice or opinion of any such counsel, accountants or . (e) The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other skilled personsparties hereto written notice and such resignation shall become effective as hereinafter provided. In the event Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to a successor escrow agent appointed jointly by Buyer and the Representative. If no new escrow agent is so appointed within the 60 day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Fund with any court located in Houston, Texas, it reasonably deems appropriate. (f) The Escrow Agent shall be uncertain as indemnified and held harmless by Buyer from and against any expenses, including counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to its duties this Agreement, the services of the Escrow Agent hereunder, or rights hereunder the Escrow Fund held by it hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall receive instructionsnotify the other parties hereto in writing. In the event of the receipt of such notice, claims or demands from any party hereto whichthe Escrow Agent, in its opinionsole discretion, conflict with any may commence an action in the nature of interpleader in the provisions of this United States District Court in ▇▇▇▇▇▇ County, Texas. (g) The Escrow Agreement, it Agent shall be entitled to refrain reasonable compensation from taking any action Buyer for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from Buyer for all expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and its sole obligation agents’ fees and disbursements and all taxes or other governmental charges. (h) From time to time on and after the date hereof, Buyer and the Representative shall deliver or cause to be delivered to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent such further documents and instruments and shall do or cause to be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if done such further acts as the Escrow Agent has been advised shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. (i) Notwithstanding anything herein to the likelihood of such loss contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or damage and regardless of the form of actionits own willful misconduct.

Escrow Agent. (a) The duties and responsibilities of the Escrow Agent shall be limited to those expressly set forth in this Escrow Agreement. No implied duties of the Escrow Agent shall be read into this Escrow Agreement and the Escrow Agent shall not be subject to, or obliged to recognize any other agreement between, or direction or instruction of, any or all the parties hereto even though reference thereto may be made herein. (b) In the event all or any part of the Merger Securities shall be attached, garnished or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment or decree shall be made or entered by any court affecting the Merger Securities, or any part thereof, or any act of the Escrow Agent, the Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court; and, if the Escrow Agent obeys or complies with such writ, order, judgment or decree, it shall not be liable to Osmotics, OPI or ONSOURCE or to any other person by reason of such compliance. (c) The Escrow Agent undertakes shall not be liable to perform only such duties anyone for any damages, losses or expenses incurred as are expressly set forth herein and no duties shall be implieda result of any act or omission of the Escrow Agent. The Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon the advice of counsel for the Escrow Agent given with respect to any question relating to the duties and responsibilities of the Escrow Agent under this Escrow Agreement or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that the Escrow Agent shall in good faith believe to be genuine, to have no liability under been signed by a proper person or persons and no duty to inquire as conform to the provisions of any agreement other than this Escrow Agreement. (d) The Escrow Agent shall not be responsible for the sufficiency or accuracy, or the form, execution, validity or genuineness, of documents received hereunder, or for any description therein, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of any person executing or delivering or purporting to execute or deliver any such document or this Escrow Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion in any particular manner, nor shall the Escrow Agent be liable for any mistake of fact or of law or any error of judgment, or for any act or omission, except as a result of its gross negligence or willful malfeasance. The Escrow Agent may rely upon is not authorized and shall not disclose the name, address, or security positions of the parties or the securities held hereunder in response to requests concerning shareholder communications under Section 14 of the Exchange Act, the rules and regulations thereunder, and any similar statute, regulation, or rule in effect from time to time. Under no circumstances shall the Escrow Agent be liable for acting any general or refraining from acting upon any written noticeconsequential damages or damages caused, instruction in whole or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented in part, by the proper party action or parties. The Escrow Agent shall be under no duty to inquire into inaction of OPI, Osmotics or investigate the validity, accuracy ONSOURCE or content any of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it their respective agents or the Escrow Fundemployees. The Escrow Agent shall not be liable for any action taken damage, loss, liability, or omitted delay caused by it in good faith except to the extent that a court accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of competent jurisdiction determines that the Escrow Agent’s gross negligence God or willful misconduct was the primary any cause of any loss to the Issuer which is reasonably unavoidable or Depositor. beyond its reasonable control. (e) The Escrow Agent may execute any consult with legal counsel of its powers and perform any of its duties hereunder directly or through agents or attorneys (own choosing and shall be liable only for the careful selection of any such agent fully protected in acting or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted refraining from acting in good faith by it and in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. . (f) In the event that of a dispute between the parties hereto sufficient in the discretion of the Escrow Agent to justify its doing so, the Escrow Agent shall be uncertain entitled to tender the Merger Securities into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Escrow Agreement. Any such legal action may be brought in any such court as the Escrow Agent shall determine to have jurisdiction over the Merger Securities. The filing of any such legal proceedings shall not deprive the Escrow Agent of its duties compensation hereunder earned prior to such filing. (g) The Escrow Agent shall be under no duty to take any legal action in connection with this Escrow Agreement or rights hereunder towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding that would result in or might cause it to incur any costs, expenses, losses or liability, unless and until it shall receive instructions, claims or demands from any party hereto which, be indemnified with respect thereto in its opinion, conflict accordance with any of the provisions Section 8 of this Escrow Agreement. (h) Any other controversy or claim arising out of or relating to this Escrow Agreement, it or the breach of the same, shall be entitled to refrain from taking settled through consultation and negotiation in good faith and a spirit of mutual cooperation. However, if those attempts fail, each of the parties agrees that any action and its sole obligation dispute or controversy arising out of or in connection with this Escrow Agreement or any alleged breach hereof shall be settled by arbitration in Denver, Colorado, pursuant to keep safely all property held in escrow until it the Commercial Arbitration Rules of the AAA. If Osmotics, OPI and ONSOURCE cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be directed otherwise in writing chosen by all each of OPI/Osmotics and ONSOURCE (or, if a party fails to make a choice, by the AAA on behalf of such party) and the two arbitrators so chosen will select a third (or, if they fail to make a choice, by the AAA). The decision of the other single arbitrator jointly selected by OPI and ONSOURCE, or, if three arbitrators are selected, the decision of any two of them will be final and binding upon the parties hereto or by a final order or and the judgment of a court of competent jurisdictionjurisdiction may be entered thereon. Anything in this Escrow Agreement The arbitrator or arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys' fees, disbursements, arbitration expenses, arbitrators' fees and the administrative fee of the AAA, to the contrary notwithstanding, in no event prevailing party as shall be determined by the Escrow Agent be liable for special, indirect arbitrator or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionarbitrators.

Escrow Agent. The (a) Except as expressly contemplated by this Agreement or by joint written instructions from the Purchaser and the Sellers' Representative, acting on behalf of the Sellers, the Escrow Agent undertakes shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Account, except pursuant to perform only such duties as are expressly set forth herein and no duties shall be impliedan order of a court of competent jurisdiction. The Escrow Agent shall have no liability not be under and no any duty to inquire give the Escrowed Cash and Escrowed Shares held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as to directed in this Escrow Agreement. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the other than parties hereto except this Escrow Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting assume that any person or refraining from acting upon entity purporting to give any written notice, instruction or request furnished notice in accordance with the provisions of this Agreement has been duly authorized to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, hereunder except in the case of its gross negligence, bad faith or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or omitted suffered by it hereunder in good faith and in accordance with the opinion of such counsel. (e) The Escrow Agent shall have no duty as to the collection or protection of the Escrow Account or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. The Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it. (f) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including, but not limited to, any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). (g) As compensation for its services to be rendered under this Agreement, for each year or any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Agreement or as shall be agreed to in writing from time to time by the Escrow Agent, the Purchaser and the Sellers' Representative and shall be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees and expenses of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties under this Agreement. The Purchaser and the Sellers shall each be responsible for 50% of all such fees and expenses. (h) The Purchaser shall reimburse and indemnify the Escrow Agent, and any predecessor Escrow Agent, for and hold it harmless against, any loss, liability or expense, including, without limitation, taxes (other than taxes based upon, determined by or measured by the income of the Escrow Agreement) and reasonable attorneys' fees and expenses, incurred without gross negligence, bad faith or willful misconduct on the part of the Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith except faith, in accordance with the terms hereof, including without limitation any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Cash, or any loss of interest incident to any such delays. (i) The Escrow Agent may at any time resign by giving 15 business days' prior written notice of resignation to the extent that Sellers' Representative and the Purchaser. The Purchaser and the Sellers, acting through the Sellers' Representative, may at any time jointly remove the Escrow Agent by giving 10 business days' written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank or trust company having its principal executive offices in the United States of America and which shall be reasonably acceptable to the Purchaser and the Sellers, shall be appointed by written instrument executed by the Purchaser and the Sellers, and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Sellers, acting through the Sellers' Representative, or of the Purchaser or of the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Escrow Account of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within 15 business days of (i) a notice of resignation by the Escrow Agent, or (ii) removal by the Purchaser and Seller, the Escrow Agent shall have the right to petition a court of competent jurisdiction determines for the appointment of a successor Escrow Agent and the sole responsibility of the Escrow Agent shall thereafter be to hold and invest in accordance with Section 7 hereof the Escrow Fund until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by the Purchaser and the Sellers, acting through the Sellers' Representative, and termination of this Agreement in accordance with its terms. (j) The Escrow Agent does not have any interest in the Escrowed Cash or Escrowed Shares deposited hereunder but is serving as escrow holder only and having only possession thereof. The Sellers and the Purchaser shall each pay or reimburse the Escrow Agent upon request for 50% of any transfer taxes or other taxes relating to the Escrowed Cash or Escrowed Shares incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the escrow agent with appropriate W-9 forms for tax I.D. number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable responsible for income reporting only with respect to income earned on investment of funds which are a part of the Escrowed Cash or Escrowed Shares and is not responsible for any other reporting. This paragraph and paragraph (g) shall survive notwithstanding any termination of this Escrow Agreement or the careful selection resignation of any such agent or attorneythe Escrow Agent. (k) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain in good faith is in doubt as to its duties or rights hereunder or shall receive instructionswhat action it should take hereunder, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it Agent shall be entitled to refrain from taking any action retain the Escrowed Cash and its sole obligation Escrowed Shares until the Escrow Agent shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by have received (i) a final non-appealable order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement to jurisdiction directing delivery of the contrary notwithstandingEscrowed Cash and Escrowed Shares or (ii) a written agreement executed by the Purchaser and the Sellers' Representative, acting on behalf of the Sellers, directing delivery of the Escrowed Cash and Escrowed Shares, in no which event shall the Escrow Agent shall disburse the Escrowed Cash and Escrowed Shares in accordance with such order or agreement. Any court order shall be liable accompanied by a legal opinion by counsel for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited the presenting party satisfactory to lost profits), even if the Escrow Agent has been advised of to the likelihood of effect that said opinion is final and non-appealable. The Escrow Agent shall act on such loss or damage court order and regardless of the form of actionlegal opinions without further question.

Escrow Agent. The (a) Except as expressly contemplated by this Escrow Agent undertakes to perform only such duties as are expressly set forth herein Agreement or by joint written instructions from Buyer and no duties shall be implied. The Seller, the Escrow Agent shall have no liability under not sell, transfer or otherwise dispose of, in any manner, all or any portion of the Indemnity Fund, except pursuant to an order of a court of competent jurisdiction. (b) The duties and no duty to inquire as to obligations of the provisions of any agreement other than Escrow Agent shall be determined solely by this Escrow Agreement, and the Escrow Agent shall not be liable except for the performance or non-performance of such duties and obligations as are specifically set forth in this Escrow Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon assume that any written notice, instruction or request furnished person purporting to it hereunder and believed by it give any notice in accordance with the provisions of this Escrow Agreement has been duly authorized to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. do so. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, hereunder while acting in good faith and in the exercise of reasonable judgment. The Escrow Agent may consult with independent counsel of its own choice and shall have full and complete authorization and protection for any action taken or omitted suffered by it hereunder in good faith and in accordance with the reasonable opinion of such counsel. (e) The Escrow Agent shall have no duty as to the collection or protection of the Indemnity Fund or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. (f) As compensation for its services to be rendered under this Escrow Agreement, for each year or any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Escrow Agreement and shall be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in good faith except connection with the preparation of this Escrow Agreement and the carrying out of its duties under this Escrow Agreement. All such fees and expenses shall be paid by Seller. (g) The Escrow Agent may at any time resign by giving thirty (30) days’ prior written notice of resignation to Buyer and Seller. Buyer and Seller may at any time jointly remove the Escrow Agent by giving twenty (20) days’ prior written notice signed by each of them to the extent Escrow Agent. If the Escrow Agent shall resign or be removed, a successor Escrow Agent, which shall be a bank, title insurance company, or trust company having a corporate trust office in Phoenix, Arizona or St. ▇▇▇▇▇▇, Missouri and assets in excess of $100 million, and which shall be reasonably acceptable to Buyer, shall be appointed by Seller by written instrument executed by Seller and Buyer and delivered to the Escrow Agent and to such successor Escrow Agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor Escrow Agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of Seller, Buyer or the successor Escrow Agent, execute and deliver to such successor Escrow Agent all the right, title and interest hereunder in and to the Indemnity Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor Escrow Agent shall have been appointed within thirty (30) days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold the Indemnity Fund until the earlier of its receipt of designation of a successor Escrow Agent, a joint written instruction by Buyer and Seller and termination of this Escrow Agreement in accordance with its terms. (h) In the event of any disagreement (other than as evidenced by a Certificate of Objections) between any of the parties (other than Escrow Agent) to this Escrow Agreement, or between them or any of them and any other person or entity resulting in conflicting or adverse claims or demands being made in connection with the Indemnity Fund, or in the event that Escrow Agent, in good faith, shall be in doubt as to what action it should take hereunder, Escrow Agent at its option may refuse to comply with any claims or demands 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, Escrow Agent shall not be or become liable in any way or to any person or entity for its failure or refusal to act, and Escrow Agent shall be entitled to either; (i) continue so to refrain from acting until (A) the rights of all parties shall have been determined by a final and unappealable order of a court of competent jurisdiction determines or by a final and unappealable award of arbitrators, or (B) all differences shall have been resolved by agreement among all of the interested persons or entities, and Escrow Agent shall have been notified thereof in writing signed by all such persons or entities, or (ii) file an interpleader action in any court of competent jurisdiction. (i) Buyer and Seller shall jointly and severally indemnify, defend and hold the Escrow Agent harmless from and against any and all loss, damage, tax (other than any tax associated with the receipt by the Escrow Agent of fees, expenses and other payments hereunder), liability and expense that the may be incurred by Escrow Agent arising out of or in connection with its duties, obligations or performance as Escrow Agent hereunder, except as caused by Escrow Agent’s gross negligence or willful misconduct was misconduct, including the primary cause legal costs and expenses of any loss bringing an interpleader action pursuant to the Issuer or Depositor. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorneySection 8(h)(ii) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it Agreement and of defending itself against any claim or liability in connection with its performance or non-performance hereunder. The terms of this Section 8(i) shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all survive the termination of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Escrow Agreement and, with respect to claims arising in connection with Escrow Agent’s duties while acting as such, the contrary notwithstanding, in no event shall the resignation or removal of Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of actionAgent.

Escrow Agent. The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth herein provided herein, and no duties other duties, including but not limited to any fiduciary duty, shall be implied. The Escrow Agent shall have has no liability under knowledge of, nor any obligation to comply with, the terms and no duty to inquire as to the provisions conditions of any other agreement between the Parties, nor shall Escrow Agent be required to determine if any Party has complied with any other than this Escrow Agreementagreement. The Escrow Agent may conclusively rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and delivered by the Parties believed by it to be genuine and to have been signed or presented by the proper party or parties. The an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s 's gross negligence or negligence, willful misconduct or fraud was the primary cause of any direct loss to the Issuer or Depositoreither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents affiliates or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled personsagents. In the event that the Escrow Agent shall be uncertain uncertain, or believes there is some ambiguity, as to its duties or rights hereunder hereunder, or shall receive receives instructions, claims or demands from any party Party hereto which, which in its opinion, Escrow Agent’s judgment conflict with any of the provisions of this Escrow Agreement, it or if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall be entitled to either to: (a) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing given (i) a joint written direction executed by all Authorized Representatives of the other parties hereto Parties which eliminates such conflict or (ii) a court order issued by a final order or judgment of a court of competent jurisdictionjurisdiction (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader. Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow Deposit nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Parties grant to Escrow Agent a lien and security interest in the Escrow Fund in order to secure any indemnification obligations of the Parties or obligation for fees or expenses owed to the Escrow Agent hereunder. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.