Common use of Escrow Agent Clause in Contracts

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such shall have no duties as are or responsibilities other than those expressly set forth hereinin this Escrow Agreement. It is understood that the The Escrow Agent is shall be liable as an escrow agent only and shall not a trustee be responsible or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In accountable for the event correctness of any conflict between the terms and provisions of this Agreementinformation set forth in any statements delivered to it including, those of the Merger Agreementwithout limitation, any schedule disbursement notice delivered by the Company pursuant to Section 4(a) or exhibit attached Section 4(b), shall not be required in any event to this Agreementverify the correctness of any such statements and shall not be responsible for verifying compliance by the Company with the requirements any securities laws, rules or regulations, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) subscription agreement. The Escrow Agent shall be entitled to rely, without any investigation whatsoever, upon any communication received from the Company, and the Escrow Agent shall be entitled to deem the signatories of any subscription agreement or any communication submitted to it hereunder as being those purported to be authorized to sign such communication on behalf of such party and shall be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without sustaining evidence of any kind. The Escrow Agent shall have the right to consult with counsel and shall be fully protected and shall not be liable with respect to any action taken or omitted by the Escrow Agent in good faith and on advice of counsel, and shall be fully protected and shall not be liable for any action taken error of judgments or for any act done or omitted by it in good faith and in the exercise of faith, except for its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion gross negligence 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personswillful misconduct. 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty duties to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The anyone except those signing this Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. In addition: (a) if any property held under this Escrow Agreement is attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is expressly authorized in its sole direction, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not be bound by the provisions liable to any of any agreement among the parties hereto except or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated; (b) if the Escrow Agent becomes involved in litigation on account of the Escrow Funds or of this Agreement Escrow Agreement, it shall have the right to retain counsel and shall have no duty to inquire into a lien on the terms property deposited hereunder for any and conditions of any agreement made or entered into all reasonable costs, attorneys’ and solicitors’ fees, charges, disbursements, and expenses in connection with this Agreementsuch litigation; and shall be entitled to reimburse itself therefor out of the property deposited hereunder, includingand if it shall be unable to reimburse itself from the property deposited hereunder, the Company agrees to pay to the Escrow Agent on demand, its reasonable charges, counsel and attorneys’ fees, disbursements, and expenses in connection with such litigation; and (c) any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without limitationthe execution or filing of any instrument or any further act, deed or conveyance on the Merger Agreementpart of any of the parties hereto, anything herein to the contrary notwithstanding.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between requirement to comply with, the terms and provisions conditions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesParties, the terms and provisions of the Merger Agreement nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties believed by it to be genuine and to have been signed by 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. Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith and in except to the exercise 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 own best judgment, powers and may rely conclusively and shall be protected in acting upon perform 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 duties hereunder directly or through affiliates or agents. In the truth and acceptability of any information therein contained) which is reasonably believed by the event Escrow Agent to be genuine and to be signed receives instructions, claims or presented by demands from any Party hereto which conflict with the proper person provisions of this Agreement, or persons. The if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall not be bound entitled either to (a) refrain from taking any action until it shall be given a joint written direction executed by any notice Authorized Representatives of the Parties which eliminates such conflict 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 final court order or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (db) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of solicit any specification or certification made in such notice. (e) The Escrow Agent shall not payments which may be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreementdue it, including, without limitation, the Merger AgreementFunds 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. 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 profits), even if 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 only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no duties, including but not limited to any fiduciary duty, shall be implied. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached requirements to this Agreement, or any other agreement between the partiescomply with, the terms and provisions conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Business Combination 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 Merger Agreement shall control; providedEscrow Agent be inferred from the terms of such agreements, that, notwithstanding even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall will control the actions of the Escrow Agent. (c) . The Escrow Agent may rely upon and shall not be liable for any action taken acting or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in refraining from acting upon any orderJoint Release Instruction, noticeFinal Determination, 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 Objection Notice furnished to its due execution it hereunder and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent it to be genuine and to be have been signed or and presented by an authorized signer of the proper person Party or personsParties. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission Concurrent with the execution of this Agreement unless evidenced by a writing delivered Agreement, the Parties shall deliver to the Escrow Agent signed authorized signers’ forms as provided 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by under no duty to inquire into or investigate the provisions validity, accuracy or content of any agreement among the parties hereto except this Agreement and such document, notice, instruction or request. The Escrow Agent shall have no duty to inquire solicit any payments which may be due it or the Escrow Funds. 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 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 a Joint Release Instruction, Final Determination, or Objection Notice. The Escrow Agent may interplead all 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 Escrow Agent may consult with legal counsel of its selection in the terms and conditions event of any agreement made dispute or entered into 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 Escrow Agent’s fraud, gross negligence, or willful misconduct was the cause of any direct loss to either Party. 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 AgreementAgreement to the contrary notwithstanding, includingin no event shall the Escrow Agent be liable, without limitationfor any special, indirect, punitive, incidental, or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Merger AgreementEscrow Agent has been advised of the likelihood of such losses or 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 provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the parties and any other person or entity, in connection herewith, including the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger AgreementAgreement or the Earnout Sponsor Agreement (as applicable), any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between among the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 any of the parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary, or other person or entity, 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, 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s fraud, gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to any party hereto or certification made in such noticeany beneficiary of the Escrow Shares. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to any of the parties hereto or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that Notwithstanding anything to the contrary, Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached obligation to this Agreement, or any other agreement between the partiescomply with, the terms and provisions conditions of any other agreement, Escrow Agent shall not be responsible for determining the Merger Agreement meaning of any capitalized term not entirely defined herein, nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesagreement, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties believed by it to be genuine and to have been signed by 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. 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 taken, suffered or omitted to be taken by it in good faith and in except to the exercise 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 own best judgment, powers and may rely conclusively and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be protected in acting upon any orderuncertain, noticeor believes there is some ambiguity, 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 duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the validity and effectiveness provisions of its provisionsthis Agreement, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the or if Escrow Agent to be genuine and to be signed or presented by receives conflicting instructions from the proper person or persons. The Parties, Escrow Agent shall not be bound entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed 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 Authorized Representatives of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. Parties which eliminates such ambiguity or conflict or (dii) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed a court order issued by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, 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 to pay to Harmony final); or the Owners, as applicable, the amount specified (b) file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this AgreementFund, including, without limitation, the Merger AgreementEscrow 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 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 profits), even if 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 provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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_______________________ and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of between______________ and_______________ or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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__________________ without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony either______________ or the Owners, as applicable, the amount specified in such notice, and the beneficiary. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either_______________ or gross negligencethe 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction jurisdiction_____________ agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such shall have no duties as are or responsibilities other than those expressly set forth hereinin this Escrow Agreement. It is understood that the The Escrow Agent is shall be liable as a depository only and shall not a trustee be responsible or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In accountable for the event correctness of any conflict between the terms and provisions of this Agreementinformation set forth in any statements delivered to it including, those of the Merger Agreementwithout limitation, any schedule disbursement notice delivered by the Party A pursuant to Section 5(a) or exhibit attached Section 5(b), shall not be required in any event to this Agreementverify the correctness of any such statements and shall not be responsible for verifying compliance by the Party A with the requirements of Rule 506 of Regulation D, the rules and regulations thereunder or any other agreement between the partiessecurities laws, the terms and provisions of the Merger Agreement shall control; providedrules or regulations, that, notwithstanding or the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) subscription agreement. The Escrow Agent shall be entitled to rely, without any investigation whatsoever, upon any communication received from the Party A, and the Escrow Agent shall be entitled to deem the signatories of any subscription agreement or any communication submitted to it hereunder as being those purported to be authorized to sign such communication on behalf of such party and shall be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without sustaining evidence of any kind. The Escrow Agent shall have the right to consult with counsel and shall be fully protected and shall not be liable with respect to any action taken or omitted by the Escrow Agent in good faith and on advice of counsel, and shall be fully protected and shall not be liable for any action taken error of judgments or for any act done or omitted by it in good faith and in the exercise of faith, except for its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion gross negligence 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personswillful misconduct. 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty duties to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The anyone except those signing this Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. In addition: (a) if any property held under this Escrow Agreement is attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is expressly authorized in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order or decree it shall not be bound by the provisions liable to any of any agreement among the parties hereto except or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated; (b) if the Escrow Agent becomes involved in litigation on account of this Agreement deposit or of this Escrow Agreement, it shall have the right to retain counsel and shall have no duty to inquire into a lien on the terms property deposited hereunder for any and conditions of any agreement made or entered into all reasonable costs, attorneys' and solicitors' fees, charges, disbursements, and expenses in connection with this Agreementsuch litigation; and shall be entitled to reimbursement from Party A for its reasonable charges, includingcounsel and attorneys' fees, disbursements, and expenses in connection with such litigation and, to the extent such reimbursement is not paid by the Party A, out of the property deposited hereunder; and (c) any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without limitationthe execution or filing of any instrument or any further act, deed or conveyance on the Merger Agreementpart of any of the parties hereto, anything herein to the contrary notwithstanding; provided that the Escrow Agent shall give notice to the Party A of such change in Escrow Agent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Generator Interconnection Study Process Agreement (the “Underlying Agreement”), nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this the Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control control. The Escrow Agent may rely upon and shall not be liable for 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 actions proper Party or Parties, and Escrow Agent shall have no duty of inquiry and no obligation to require substantiating evidence of any kind. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow AgentDeposit, 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such 4.1 In exercising the rights, duties as are expressly set forth herein. It is understood that and obligations prescribed or confirmed by this Agreement, the Escrow Agent is not will act honestly and in good faith and will exercise that degree of care, diligence and skill that a trustee or fiduciary and is acting hereunder merely reasonably prudent person would exercise in a ministerial capacitycomparable circumstances. (b) In 4.2 The Company and the event Lender agree from time to time and at all times hereafter to save, defend, hold harmless and fully indemnify the Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached its acting pursuant to this Agreement, Agreement or anything in any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof. (c) 4.3 In case proceedings should hereafter be taken in any court respecting the Stock Cancellation Documents, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 4.2 against its costs of such proceedings. 4.4 The Escrow Agent shall not be liable for any action taken or omitted by it will have no responsibility in good faith and respect of loss of the Stock Cancellation Documents except the duty to exercise such care in the safekeeping thereof as it would 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment Stock Cancellation Documents belonged to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel. 4.5 The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Stock Cancellation Documents as herein directed and to deliver the same to such persons and to comply with other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the written notices pursuant to Section 2 or the Stock Cancellation Documents to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or otherwise authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with the Escrow Agent as specified in this Agreement. 4.6 In the event that the Stock Cancellation Documents are attached, garnished or levied upon under any court order, or if the delivery of the Stock Cancellation Documents is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting the Stock Cancellation Documents or affecting any act by the Escrow Agent, the Escrow Agent may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, firm, corporation or other entity by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 4.7 Except as herein otherwise provided, the Escrow Agent is authorized and directed to disregard, in its sole discretion, any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and, in case of such compliance, it shall not be bound liable by the provisions reason thereof to any of any agreement among the parties hereto except this Agreement and shall have no duty or to inquire into any other person, firm, association, corporation or other entity, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 4.8 If the terms and conditions of Escrow Agent receives any agreement made or entered into valid court order contrary to the instructions contained in connection with this Agreement, includingthe Escrow Agent may continue to hold the Stock Cancellation Documents until the lawful determination of the issue between the parties hereto. 4.9 If written notice of protest is made by either of the Company and/or the Lender to the Escrow Agent to any action contemplated by the Escrow Agent under this Agreement, without limitationand such notice sets out reasons for such protest, the Merger AgreementEscrow Agent may, at its sole discretion, continue to hold the Stock Cancellation Documents until the right to the Stock Cancellation Documents is legally determined by a court of competent jurisdiction or otherwise. 4.10 The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ notice thereof to the Company and the Lender. The Company may terminate the Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent and/or the Company may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five (5) days’ notice period, deliver the Stock Cancellation Documents to the new escrow agent to be named by the Company. 4.11 Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by the Company and the Lender. 4.12 Notwithstanding anything herein to the contrary, in the event of any dispute arising between either of the Company and/or the Lender pertaining to this Agreement or any matters arising pursuant hereto, the Escrow Agent may, in its sole discretion, deliver and interplead the Stock Cancellation Documents into court and such delivery and interpleading will be an effective discharge to the Escrow Agent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the parties and any other person or entity, in connection herewith, including the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between among the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 any of the parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary, or other person or entity, 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 10 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, 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s fraud, gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to any party hereto or certification made in such noticeany beneficiary of the Escrow Shares. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to any of the parties hereto or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes Agent, ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative shall cooperate in all respects with one another in the calculation of any amounts determined to perform only be transferred or distributed to Spinco and the Voyager Stockholders in accordance with this Agreement and the Merger Agreement and in implementing the procedures necessary to effect such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacitypayments. (b) The Escrow Agent shall have only those duties as are specifically and expressly 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 any requirements to comply with, the terms and conditions of any other agreement, instrument or document between ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative and any other person or entity, 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 Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the parties, the terms Voyager Stockholders’ Representative and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control 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 jointly signed or presented by ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the actions Voyager Stockholders’ Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco, the Voyager Stockholders’ Representative, 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 Escrowed Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow AgentAgent in accordance with Section 12 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 12. 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 to it or the Escrowed Shares 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. (c) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for any action taken by it in good faith and reasonably believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by Agreement except to the extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence, willful misconduct or gross negligencefraud was the primary cause of any loss to any party hereto, any other beneficiary of this Agreement or any of their respective representatives. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel of its own choice selected and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered retained by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agentit. The Escrow Agent shall not be bound liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the opinion of any such counsel, except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence, willful misconduct or fraud was the primary cause of any loss to any party hereto, any other beneficiary of this Agreement or any of their respective representatives. 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 joint instructions, claims or demands from ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any agreement among action and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or uncertainty to the parties hereto except this Agreement satisfaction of the Escrow Agent or by a final and shall have no duty non-appealable order or judgment of a court of competent jurisdiction and each of ▇▇▇▇▇ ▇▇▇▇▇▇, Spinco and the Voyager Stockholders’ Representative agree to inquire into the terms and conditions of pursue any agreement made redress or entered into recourse in connection with this Agreement, including, any dispute without limitation, making the Merger AgreementEscrow Agent a party to the same.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that acceptance by the Escrow Agent of his duties hereunder is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In subject to the event of any conflict between the following terms and provisions of this Agreementconditions, those of which the Merger Agreement, any schedule or exhibit attached parties to this AgreementAgreement hereby agree shall govern and control with respect to the rights, or any other agreement between the partiesduties, the terms liabilities and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions immunities of the Escrow Agent: 3.1 The Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any cash, Shares, certificates, investments or other amounts deposited with or held by it. (c) 3.2 The Escrow Agent shall be protected in acting upon any written notice, certificate, instruction, request or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. 3.3 The Escrow Agent shall not be liable for any action act done hereunder except in the case of its reckless or willful misconduct or actions taken in bad faith. 3.4 The Escrow Agent shall not be obligated or omitted by it permitted to investigate the correctness or accuracy of any document or to determine whether or not the signatures contained in good faith said documents are genuine or to require documentation or evidence substantiating any such document or signature. 3.5 The Escrow Agent shall have no duties as Escrow Agent except those which are expressly set forth herein, and in the exercise of any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect its own best judgment, and may rely conclusively and duties unless it 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 have given its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personswritten consent thereto. The Escrow Agent shall not be bound by prohibited from owning an equity interest in the Company, the Holder, another Holder, any notice or demand, of their respective subsidiaries or any waiverthird party that is in any way affiliated with or conducts business with either the Company, modification, termination the Holder or rescission of this Agreement unless evidenced by a writing delivered to another Holder. 3.6 The Company and the Holder specifically acknowledge that the Escrow Agent signed by is a practicing attorney, and may have worked with the proper party Company, the Holder, or parties andaffiliates of either of them on other unrelated transactions, if the duties or rights and that they and each of them has specifically requested that the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony draft some or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the documents for the said transactions and act as Escrow Agent with respect to any the said transactions. Each party represents that it has retained legal and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against other counsel of its choosing with respect to the transactions contemplated herein and in the Purchase Agreement, and is satisfied in its sole discretion with the form and content of the documentation drafted by the Escrow Agent. The Escrow Agent shall not be bound by may purchase an equity interest in the provisions Company and/or may become an equity owner of the Holder or another Holder, and may increase or sell any agreement among such interest, so long as in accordance with any and all applicable law. The said parties hereby waive any objection to the parties hereto except Escrow Agent so acting based upon conflict of interest or lack of impartiality. The Escrow Agent agrees to act impartially and in accordance with the terms of this Agreement and shall have no duty to inquire into with the parties' respective instructions, so long as they are not in conflict with the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent undertakes does not represent, warrant or guaranty to perform only such duties the holders of the Notes from time to time the performance of the Company or the Trustee; (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 are expressly set forth herein. It is understood that a consequence of performance or nonperformance by the Escrow Agent hereunder, except for any gross negligence or wilful 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 a trustee obligated to supervise, inspect or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In inform the event Company or any third party of any conflict between 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 terms 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 and 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 wilful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall be entitled to 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, those of Agreement without being required to determine the Merger Agreement, any schedule authenticity or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms correctness of any other agreement between fact stated therein or the parties, propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the terms and conditions provisions of this Agreement shall control or signature believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the actions of the Escrow Agent. (c) provisions hereof has been duly authorized to do so. The Escrow Agent may act pursuant to the written advice of counsel chosen by it with respect to any 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 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsaccordance with such advice. The Escrow Agent shall not be bound by called upon to advise any notice or demandparty as to selling to retaining, or taking or refraining from taking any waiveraction with respect to, modification, termination any securities or rescission other property deposited hereunder. In the event of any ambiguity in the provisions 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration funds or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicableproperty deposited hereunder, the amount specified in Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such noticefunds or property, and the Escrow Agent shall have no duty not be or become liable for its failure or refusal to determine the validitycomply with conflicting claims, authenticity demands or enforceability of any specification or certification made in such notice. (e) instructions. The Escrow Agent shall not be liable for entitled to refuse to act until either any action taken by it in good faith and believed by it to be authorized conflicting or within the rights adverse claims or powers conferred upon it by this Agreement, other than actions which demands shall have been finally adjudicated determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a writing, satisfactory to constitute willful misconduct the Escrow Agent, or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to save the Escrow Agent harmless from and against any and all matters pertinent hereto. No implied duties loss, liability or obligations shall be read into this Agreement against expense which the Escrow AgentAgent 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 Escrow Agent may deem necessary. No provision of this Agreement shall not be bound by require the provisions Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementits duties hereunder.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the First Lien Credit Agreement and the Second Lien Credit Agreement (collectively, the “Underlying Agreements”), nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely entity has complied with any Underlying Agreements, 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreementany Underlying Agreements, any schedule or exhibit attached to this the Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control 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 actions proper Party or Parties 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 AgentAgent 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 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith Section 2.21 and in the exercise of its own best judgmentAleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and may rely conclusively and no other duties 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsimplied. The Escrow Agent shall not be bound subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. The Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply, in its capacity as Escrow Agent, with, the terms and conditions of any other agreement, instrument or document between or among any Loan Party and any Lender, in connection herewith or otherwise, including any other Loan Document and including the Aleris 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, except to the extent such provisions are repeated in this Section 2.21 or in the Aleris Increase Joinder Amendment. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any Escrow Drawdown Request furnished to it hereunder and reasonably believed by any notice or demandit to be genuine and to have been signed and presented by the Designated Company. On the Aleris Increase Joinder Effective Date, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered the Designated Company shall deliver to the Escrow Agent signed by authorized signers’ forms in the proper party or parties and, if form of Exhibit A to the duties or rights of the Aleris Increase Joinder Amendment. The Escrow Agent are affectedshall be under no duty to inquire into or investigate the validity, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt accuracy or content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments from any Person which may be due to it or in respect of the validityEscrowed Term Loans, authenticity interest, or enforceability any applicable fees (including arranger and commitment fees). 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 Person which, in its opinion, conflict with any of the provisions of this Section 2.21 or the Aleris Increase Joinder Amendment, it shall be entitled to refrain from taking any specification or certification made action and its sole obligation shall be to keep safely the Escrowed Amounts held in such notice. (e) escrow until it shall be given a joint direction from the Loan Parties and the Aleris Incremental Term Lenders. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within may interplead all of the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by Escrowed Amounts into a court of competent jurisdiction or may seek a declaratory judgment with respect to constitute 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 under the Aleris Increase Joinder Amendment or its duties hereunder or thereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrowed Amounts except for the Escrow Agent’s willful misconduct or gross negligence. To the extent practicable, the Loan Parties and the Aleris Incremental Term Lenders 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 Agreement or the Aleris Increase Joinder Amendment to the contrary notwithstanding, in no event shall the Escrow Agent be liable, directly or indirectly, for any (x) damages, losses or expenses arising out of the services provided hereunder or under the Aleris Increase Joinder Amendment other than damages, losses or expenses which result from the Escrow Agent’s willful misconduct or gross negligence, or (y) special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and may consult with counsel regardless of its own choice and shall have full and complete authorization and indemnification under Section 8the form of action. Should the Escrow Agent become liable for (i) the payment of any Taxes, below, for including withholding taxes related to any action taken Escrowed Term Loans or suffered any other funds held by it hereunder in good faith the Escrow Account, and including interest and penalties thereon, or (ii) any payment made hereunder, the Loan Parties agree, jointly and severally, to reimburse the Escrow Agent for such Taxes, interest, penalties and other amounts upon demand. Without limiting the foregoing, the Escrow Agent shall be entitled to deduct such Taxes, interest and penalties from the Escrowed Amounts prior to its release of the Escrowed Amounts in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencethis Section 2.21. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Parent or Sponsor and any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Parent or Sponsor and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control 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 actions applicable person without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow AgentShares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 the Escrow Shares 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s fraud, gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it faith, in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss. In the event that the Escrow Agent shall be uncertain or gross negligencebelieve there is some ambiguity as to its duties or rights hereunder or shall receive instructions, and may consult claims or demands which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencejurisdiction. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that of the Escrow Agent hereunder shall be purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to Buyer or the Securityholder Representative or any other person under this Escrow Agreement. The Escrow Agent shall be obligated to act only as specifically set forth in this Agreement. The Escrow Agent is hereby authorized to comply with any orders, judgments or decrees of any arbitrator and of any court and shall not be liable as a trustee or fiduciary and is acting hereunder merely in a ministerial capacityresult of its compliance with the same. (b) In As to any legal questions arising in connection with the event of any conflict between the terms and provisions administration of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow AgentAgent may rely absolutely upon the opinions given to it by its counsel and shall be free of liability for acting in good faith in reliance on such opinions. (c) The Absent fraud, gross negligence, bad faith or willful misconduct on the part of the Escrow Agent, the Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively absolutely upon the genuineness and shall be protected in acting authorization of the signature and purported signature of any party upon any orderinstruction, notice, demandrelease, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report receipt or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably 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 theretopursuant to this Agreement. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant Agent may, as a condition to the terms disbursement of this Agreement ormonies as provided herein, if such notice is disputed by require from the Representative payee or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of recipient a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such noticereceipt therefor. (e) The Escrow Agent shall not be liable for entitled to refrain from taking any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it contemplated by this Agreement, other than actions which have been finally adjudicated by a court Agreement in the event it becomes aware of competent jurisdiction any dispute between the Securityholder Representative and Buyer as to constitute willful misconduct any material facts or gross negligence, and may consult with counsel as to the happening of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligenceevent. (f) This Agreement expressly sets forth all the duties All fees of the Escrow Agent with respect to any and all matters pertinent for the services provided by the Escrow Agent under this Agreement are set forth on Exhibit C hereto. No implied duties or obligations All such fees shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound paid 50% by Buyer and 50% by the provisions Securityholder Representative (on behalf of the Securityholders). (g) In the event of any agreement disagreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement resulting in adverse claims or demands being made or entered into in connection with this Agreementany portion of the Escrow Amount as a result of which the Escrow Agent is, includingin good faith, without limitationin reasonable doubt as to what action it should take hereunder, the Merger AgreementEscrow Agent shall be entitled to retain the Escrow Amount until the Escrow Agent shall have received (i) a Final Order directing delivery of the Escrow Amount, or (ii) a Joint Written Notice, in which event Escrow Agent shall disburse such portion of the Escrow Amount in accordance with such Final Order or Joint Written Notice. Notwithstanding the foregoing, at any time the Escrow Agent may file an interpleader action in any court of competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Amount and shall be entitled to recover reasonable attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Purchaser, the Stockholder Representative and any other person or entity, in connection herewith, including the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity.this Agreement (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesPurchaser, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of Stockholder Representative or any other agreement between person or entity related to the partiesEscrow Agent’s duties hereunder, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Purchaser or the Stockholder Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either the Purchaser, is to pay to Harmony the Stockholder Representative or any beneficiary or the Owners, as applicable, the amount specified in such notice, and the Escrow Shares. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either the Purchaser, the Stockholder Representative or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith uncertainty to the satisfaction of the Escrow Agent, until a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that acceptance by the Escrow Agent of his duties hereunder is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In subject to the event of any conflict between the following terms and provisions of this Agreementconditions, those of which the Merger Agreement, any schedule or exhibit attached parties to this AgreementAgreement hereby agree shall govern and control with respect to the rights, or any other agreement between the partiesduties, the terms liabilities and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions immunities of the Escrow Agent.: (c) 3.1 The Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any action taken cash, investments or omitted other amounts deposited with or held by it in good faith and in the exercise of its own best judgment, and may rely conclusively and Escrow Agent. 3.2 The Escrow Agent shall be protected in acting upon any order, written notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent)instruction, statement, instrument, report request or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been 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 theretoparties. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) 3.3 The Escrow Agent shall not be liable for any action taken by it act done hereunder except in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court case of competent jurisdiction to constitute the Escrow Agent's willful misconduct or gross negligencebad faith. 3.4 The Escrow Agent shall not be obligated or permitted to investigate the correctness or accuracy of any document or to determine whether or not the signatures contained in said documents are genuine or to require documentation or evidence substantiating any such document or signature. 3.5 The Escrow Agent shall have no duties as Escrow Agent except those that are expressly set forth herein, and may consult with counsel of its own choice and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect his duties unless it shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agentgiven his written consent thereto. The Escrow Agent shall not be bound prohibited from owning an equity interest in the Company, the Buyer, another buyer, any of their respective subsidiaries or any third party that is in any way affiliated with or conducts business with either the Company, the Buyer or another buyer. 3.6 The Company and the Buyer specifically acknowledge that the Escrow Agent is a practicing attorney in Raleigh, North Carolina U.S.A., and may have worked with or be affiliated with the Company, the Buyer, or affiliates of either of them on other transactions, and that they and each of them has specifically requested that the Escrow Agent draft the documents for the said transactions and act as Escrow Agent with respect to the said transactions. Each party represents that it has retained legal and other counsel of its choosing with respect to the transactions contemplated herein and in the Securities Purchase Agreement, and is satisfied in its sole discretion with the form and content of the documentation drafted by the provisions Escrow Agent, as the same has been approved prior to closing by the parties and their respective counsel. The Escrow Agent may own an equity interest in the Company and/or may be an equity owner of the Buyer or another buyer, and may increase or sell any such interest, so long as in accordance with any and all applicable law, and without further disclosure of any agreement among kind to any party. The said parties hereby waive any objection to the parties hereto except Escrow Agent so acting based upon conflict of interest or lack of impartiality. The Escrow Agent agrees to act impartially and in accordance with the terms of this Agreement and shall have no duty to inquire into with the parties' respective instructions, so long as they are not in conflict with the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that acceptance by the Escrow Agent of his duties hereunder is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In subject to the event of any conflict between the following terms and provisions of this Agreementconditions, those of which the Merger Agreement, any schedule or exhibit attached parties to this AgreementAgreement hereby agree shall govern and control with respect to the rights, or any other agreement between the partiesduties, the terms liabilities and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions immunities of the Escrow Agent.: (c) 3.1 The Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any action taken cash, investments or omitted other amounts deposited with or held by it in good faith and in the exercise of its own best judgment, and may rely conclusively and Escrow Agent. 3.2 The Escrow Agent shall be protected in acting upon any order, written notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent)instruction, statement, instrument, report request or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been 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 theretoparties. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) 3.3 The Escrow Agent shall not be liable for any action taken by it act done hereunder except in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court case of competent jurisdiction to constitute the Escrow Agent's willful misconduct or gross negligencebad faith. 3.4 The Escrow Agent shall not be obligated or permitted to investigate the correctness or accuracy of any document or to determine whether or not the signatures contained in said documents are genuine or to require documentation or evidence substantiating any such document or signature. 3.5 The Escrow Agent shall have no duties as Escrow Agent except those that are expressly set forth herein, and may consult with counsel of its own choice and in any modification or amendment hereof; provided, however, that no such modification or amendment hereof shall affect his duties unless it shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agentgiven his written consent thereto. The Escrow Agent shall not be bound prohibited from owning an equity interest in the Company, the Buyer, another buyer, any of their respective subsidiaries or any third party that is in any way affiliated with or conducts business with either the Company, the Buyer or another buyer. 3.6 The Company and the Buyer specifically acknowledge that the Escrow Agent is a practicing attorney in Raleigh, North Carolina U.S.A., and may have worked with or be affiliated with the Company, the Buyer, or affiliates of either of them on other unrelated transactions, and that they and each of them has specifically requested that the Escrow Agent draft the documents for the said transactions and act as Escrow Agent with respect to the said transactions. Each party represents that it has retained legal and other counsel of its choosing with respect to the transactions contemplated herein and in the Securities Purchase Agreement, and is satisfied in its sole discretion with the form and content of the documentation drafted by the provisions of any agreement among Escrow Agent, as the same has been approved prior to closing by the parties hereto except and their respective counsel. The Escrow Agent may own an equity interest in the Company and/or may be an equity owner of the Buyer or another buyer, and may increase or sell any such interest, so long as in accordance with any and all applicable law. The said parties hereby waive any objection to the Escrow Agent so acting based upon conflict of interest or lack of impartiality. The Escrow Agent agrees to act impartially and in accordance with the terms of this Agreement and shall have no duty to inquire into with the parties' respective instructions, so long as they are not in conflict with the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Stock Purchase Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Stock Purchase Agreement, any schedule or exhibit attached to this the Escrow Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control 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 actions proper Party or Parties without inquiry and without requiring substantiating evidence of any kind. Concurrent with the execution of this Agreement, the Representative and Buyer shall deliver a Certificate as to Authorized Signers substantially in the form of Schedule 2 to this Agreement to the Escrow Agent, which schedule may be executed in counterparts. 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 Deposit. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification or certification made in such notice. (e) loss to any Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall not be liable only for any action taken by it in good faith and believed by it to be authorized its gross negligence or within the rights or powers conferred upon it by this Agreement, other than actions which have been willful misconduct (as finally adjudicated by in a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, jurisdiction) for any action taken or suffered omitted by it hereunder in good faith and the Escrow Agent in accordance with the opinion advice of such counsel unless such actions have been finally adjudicated or other professionals retained or consulted by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. In the event that the Escrow Agent shall not be bound by 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 Agreement, it shall be entitled to refrain from taking any agreement among action and its sole obligation shall be to keep safely all property held in Escrow until it shall be given a direction in writing by the parties hereto except this Agreement Buyer and shall have no duty the Representative which eliminates such ambiguity or uncertainty to inquire into the terms satisfaction of Escrow Agent or by a final and conditions non-appealable order or judgment of a court of competent jurisdiction. Except in the event of willful misconduct or gross negligence of the Escrow Agent, the Parties agree to pursue any agreement made redress or entered into recourse in connection with this Agreementany dispute without making the Escrow Agent a party to the same. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, includingIN NO EVENT SHALL THE ESCROW AGENT BE LIABLE FOR SPECIAL, without limitationINCIDENTAL, the Merger AgreementPUNITIVE, 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 only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no duties, including but not limited to any fiduciary duties, shall be implied. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached requirements to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiescomply with, the terms and conditions of this Agreement any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Purchase Agreement, nor shall control the actions Escrow Agent be required to determine if any Person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent. (c) Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. The Escrow Agent may rely upon and shall not be liable for any action taken acting or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in refraining from acting upon any order, notice, demand, certificate, opinion Joint Release Instruction or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as Final Determination furnished to its due execution it hereunder and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent it to be genuine and to be have been signed or and presented by the proper person Party or personsParties. 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 not be bound by any notice under no duty to inquire into or demandinvestigate the validity, accuracy 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. (d) The Escrow Agent’s sole responsibility upon receipt content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validityEscrow Funds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, authenticity claims or enforceability demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any specification action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction or certification made in such notice. (e) Final Determination. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within may interplead all of the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by assets held hereunder into a court of competent jurisdiction (as set forth in Section 13) or may seek a declaratory judgment with respect to constitute 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, and may consult the Parties agree to pursue any redress or recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance dispute (other than with respect to a dispute involving the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (fEscrow Agent) This Agreement expressly sets forth all the duties of without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The Agent be liable for any special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between requirements to comply with, the terms and provisions conditions of this Agreementany other agreement, those of 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 schedule or exhibit attached to 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, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding . Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall will control the actions of the Escrow Agent. (c) . The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any action taken Joint Release Instruction or omitted Final Determination furnished to it hereunder and reasonably believed by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been signed or and presented by an authorized signer of the proper person Party or personsParties. 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. The Escrow Agent shall not be bound by under no duty to inquire into or investigate the validity, accuracy or content of any notice such document, notice, instruction or demandrequest; provided, or any waiverhowever, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to that the Escrow Agent signed may not act upon instruction by either 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony Sponsor or the Owners pursuant to the terms of this Agreement or, if such notice Parent alone where Joint Written Instruction is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, required as applicable, the amount specified in such notice, and the provided hereunder. The Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validityEscrow Property. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, authenticity claims or enforceability demands from either Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to (a) refrain from taking any specification action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction or certification made Final Determination or (b) interplead all of the assets held hereunder into, or may seek other judicial relief or orders from, a court of competent jurisdiction, and the Escrow Agent shall act in accordance with any such notice. (e) judicial relief or court order. The Escrow Agent shall 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 will not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it except to be authorized the extent that the Escrow Agent’s fraud, gross negligence or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct was the direct cause of any loss to either Party. To the extent practicable, the Parties agree to pursue commercially reasonable redress or gross negligencerecourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Agreement to the contrary notwithstanding, and may consult with counsel except in the case of its own choice and the Escrow Agent’s fraud, in no event shall have full and complete authorization and indemnification under Section 8, belowthe Escrow Agent be liable, for any action taken special, indirect, punitive, incidental or suffered by it hereunder in good faith and in accordance with the opinion consequential losses or damages of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction any kind whatsoever (including but not limited to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of lost profits), even if the Escrow Agent with respect to any has been advised of the likelihood of such losses or damages and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against regardless of the Escrow Agent. The Escrow Agent shall not be bound by the provisions form of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such will have no duties as are or responsibilities except those expressly set forth herein. It is understood that Except for this Escrow Agreement, the Escrow Agent is not a trustee party to, or fiduciary and is acting hereunder merely in a ministerial capacitybound by, any agreement that may be required under, evidenced by, or arise out of the Purchase Agreement. (b) In If the event Escrow Agent will be uncertain as to its duties or rights hereunder or will receive instructions from any of the undersigned with respect to the Escrow Shares, that, in its opinion, are in conflict with any conflict between of the terms and provisions of this Escrow Agreement, those it will be entitled to refrain from taking any action until it will be directed otherwise in writing jointly by the Company, Founder and the Purchasers or by a final nonappealable order of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions a court of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcompetent jurisdiction. (c) The Escrow Agent will 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 will have no duties to anyone except the Company, Founder and the Purchasers. Escrow Agent shall not be liable for any action taken or omitted by it in good faith and or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the exercise absence of bad faith, gross negligence or willful misconduct on its own best judgment, and may rely conclusively and part. In no event shall Escrow Agent be protected liable (i) for acting in acting accordance with or relying upon any orderinstruction, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper certificate or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably 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 provided to the Escrow Agent signed in accordance with the terms of this Agreement, (ii) for any consequential, punitive or special damages, (iii) for the acts or omissions of its nominees, correspondents, designees, subagents or sub-custodians selected by Escrow Agent in its reasonable business judgment and in good faith with the proper party prior consent of the Company, Founder, and the Purchasers, or parties and, if (iv) for an amount in excess of the duties or rights value of the Escrow Agent are affectedShares, unless it shall have given its prior written consent theretovalued as of the date of deposit. (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 will incur no liability and will 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, 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 will be entitled to continue so to refrain and refuse so to act until all differences with respect thereto will have been resolved by agreement of Founder and the Purchasers and the Escrow Agent will have been notified thereof in writing signed by Founder and the Purchasers. In the event of such disagreement that continues for sixty (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 may deposit with the court all documents and property held hereunder. Founder and the Purchasers 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 (i) Founder and (ii) the Purchasers in the judgment in any such action (and absent such apportionment, Founder, and the Purchasers will bear equal shares of such costs and expenses). (f) The Company, Founder and the Purchasers hereby agree to jointly and severally indemnify the Escrow Agent, its agents, nominees, partners, employees, officers and directors from all claims, losses, liabilities, costs, damages or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by Escrow Agent in connection with its successful defense, in whole or in part, of any claim of bad faith, gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Losses that have resulted from the bad faith, willful misconduct or gross negligence of the Escrow Agent. Such indemnification (i) will be borne in equal proportions by the Company, Founder and the Purchasers and (ii) will survive termination of this Escrow Agreement and resignation or removal of the Escrow Agent until extinguished by any applicable statute of limitations. (g) The Escrow Agent does not own or have any interest in the Escrow Shares deposited hereunder but is serving as escrow holder only and having only possession thereof and agreeing to hold and distribute the Escrow Shares in accordance with the terms and conditions of this Agreement. This paragraph will survive notwithstanding any termination of this Escrow Agreement or the resignation or removal 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 to (i) any banking corporation or trust company organized under the laws of the United States or of any state that 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 will 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 hereto and delivery of the Escrow Shares to such successor escrow agent (or delivery of the Escrow Shares 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 other parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility upon after that time will be to safe-keep the Escrow Shares until receipt of any notice requiring any payment a designation of successor Escrow Agent, or a joint written instruction as to Harmony or disposition of the Owners pursuant to the terms of this Agreement or, if such notice is disputed Escrow Shares by the Representative other parties, or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination a final order of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction mandating disposition of the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such noticeShares. (ei) 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. Escrow Agent shall not be liable compensated for any action taken by it in good faith its services hereunder, provided that Founder and believed by it the Purchasers agree to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of reimburse the Escrow Agent with respect to any for all reasonable out-of-pocket expenses, disbursements and all matters pertinent hereto. No implied duties advances incurred or obligations shall be read into this Agreement against made by the Escrow AgentAgent in the performance of its duties hereunder (including reasonable fees, and out-of-pocket expenses and disbursements, of its counsel). The Founder and the Purchasers will pay one-half of the amounts required to be paid to the Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except pursuant to this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger AgreementSection 6(i).

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that Under no circumstance will the Escrow Agent is be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with 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 the Escrow Parties and any other person or entity, in connection herewith, if any, including without limitation the Three Party Agreement or the Merger Agreement, whether or not an original or a trustee copy of such agreement has been provided to the Escrow Agent. The Escrow Agent shall have no duty to know or fiduciary and is acting hereunder merely inquire 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Three Party Agreement or the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Escrow Parties and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Escrow Parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Shares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section X hereof and the Escrow Agent has been able to satisfy any applicable security procedures as may be required hereunder and as set forth in Section X hereof. 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony the Escrow Parties or the Owners, as applicable, the amount specified in such notice, and the Pre-Merger Mesa Shareholders. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Escrow Parties or gross negligencethe Pre-Merger Mesa Shareholders. 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, and may consult claims or demands from the Escrow Parties hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction that agrees to constitute willful misconduct pursue any redress or gross negligencerecourse in connection with any dispute without making the Escrow Agent a party to the same. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreementcircumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Merger Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances. (g) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the parties and any other person or entity, in connection herewith, including the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity.this Agreement (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesIndemnified Party Representative, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of Securityholder Representative or any other agreement between person or entity related to the partiesEscrow Agent’s duties hereunder, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 any of the parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary, or other person or entity, 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's fraud, gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to any party hereto or certification made in such noticeany beneficiary of the Escrow Shares. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent's fraud, gross negligence or willful misconduct was the primary cause of any loss to any of the parties hereto or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Pubco and the SPAC Representative and any other Person, in connection herewith, if any, including without limitation the Business Combination Agreement or nor shall the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely be required to determine if any Person 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Business Combination Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between Pubco and the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of SPAC Representative or any other agreement between the partiesPerson, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 ▇▇▇▇▇ and the SPAC Representative jointly without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Pubco, is to pay to Harmony the SPAC Representative or the Owners, as applicable, the amount specified in such notice, and the Company Shareholders. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Pubco, the SPAC Representative or gross negligencethe Company Shareholders. 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 Pubco and may consult the SPAC Representative jointly, which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction Pubco and the SPAC Representative agree to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between requirements to comply with, the terms and provisions conditions of this Agreementany other agreement, those of 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 schedule or exhibit attached to 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, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding . Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall will control the actions of the Escrow Agent. (c) . The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any action taken Joint Release Instruction or omitted Final Determination furnished to it hereunder and reasonably believed by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been signed or and presented by an authorized signer of the proper person Party or personsParties. 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. The Escrow Agent shall not be bound by under no duty to inquire into or investigate the validity, accuracy or content of any notice such document, notice, instruction or demandrequest; provided, or any waiverhowever, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to that the Escrow Agent signed may not act upon instruction by either 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony Parent or the Owners pursuant to the terms of this Agreement or, if such notice Holder Representative alone where Joint Written Instruction is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, required as applicable, the amount specified in such notice, and the provided hereunder. The Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validityEscrow Property. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, authenticity claims or enforceability demands from either Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to (a) refrain from taking any specification action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction or certification made Final Determination or (b) interplead all of the assets held hereunder into, or may seek other judicial relief or orders from, a court of competent jurisdiction, and the Escrow Agent shall act in accordance with any such notice. (e) judicial relief or court order. The Escrow Agent shall 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 will not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it except to be authorized the extent that the Escrow Agent’s fraud, gross negligence or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct was the direct cause of any loss to either Party. To the extent practicable, the Parties agree to pursue commercially reasonable redress or gross negligencerecourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Agreement to the contrary notwithstanding, and may consult with counsel except in the case of its own choice and the Escrow Agent’s fraud, in no event shall have full and complete authorization and indemnification under Section 8, belowthe Escrow Agent be liable, for any action taken special, indirect, punitive, incidental or suffered by it hereunder in good faith and in accordance with the opinion consequential losses or damages of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction any kind whatsoever (including but not limited to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of lost profits), even if the Escrow Agent with respect to any has been advised of the likelihood of such losses or damages and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against regardless of the Escrow Agent. The Escrow Agent shall not be bound by the provisions form of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes shall be obligated only to perform only such the duties as are expressly specifically set forth hereinin this Agreement, which shall be deemed purely ministerial in nature, and shall under no circumstances be deemed to be a fiduciary to any party or any other person. It is understood The parties agree that the Escrow Agent is shall not a trustee assume any responsibility for the failure of the parties (other than the Escrow Agent) to perform in accordance with this Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or fiduciary and is acting hereunder merely in a ministerial capacityany other agreement. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In Except for advancing margin or other credit to the event Company in violation of any conflict between Section 6 above, the terms and provisions Escrow Agent shall have no responsibility or liability to the Trustee for making trades of this Agreement, those Financial Assets held in the Escrow Account at the instruction of the Merger Agreement, any schedule or exhibit attached to this AgreementCompany, or its authorized representative, or complying with entitlement orders in accordance with Section 5 above concerning the Escrow Account from the Company, or its authorized representative, which are received by the Trustee before Escrow Agent receives a Notice of Exclusive Control. The Escrow Agent shall have no responsibility or liability to the Company for complying with a Notice of Exclusive Control or complying with entitlement orders concerning the Escrow Account originated by the Trustee. The Escrow Agent shall have no duty to investigate or make any other determination as to whether the conditions for the issuance of a Notice of Exclusive Control contained in any agreement between the parties, Company and the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of Trustee have occurred. Neither this Agreement shall control nor the actions Security Agreement imposes or creates any obligation or duty of the Escrow AgentAgent other than those expressly set forth herein. (c) The Escrow Agent, in its capacity as such, shall have no duties or responsibilities, including, without limitation, a duty to review or interpret the Indenture, except those expressly set forth herein. Except for this Agreement, the Escrow Agent, in its capacity as such, is not a party to, or bound by, any agreement that may be required under, evidenced by, or arise out of the Indenture. (d) If the Escrow Agent shall not be liable for uncertain as to its duties or rights hereunder or shall receive instructions from any of the undersigned with respect to the Escrow Account, 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 taken until it shall be directed otherwise in writing by a joint written instruction of the Company and the Trustee or omitted by it in good faith and in the exercise order of its own best judgment, and may rely conclusively and a court of competent jurisdiction. The Escrow Agent shall be protected in acting upon any order, notice, demandrequest, certificatewaiver, opinion or advice of counsel (including counsel chosen by the Escrow Agent)consent, statement, instrument, report receipt or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably 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 and shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement not be liable with respect to any such dispute, whether action taken or omitted to be taken by virtue it in accordance with any instruction received by it hereunder. Concurrent with the execution of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicablethis Agreement, the amount specified in such notice, and Company shall deliver to the Escrow Agent shall have no duty an authorized signers form in the form of Exhibit A to determine the validity, authenticity or enforceability of any specification or certification made in such noticethis Agreement. (e) The Escrow Agent shall not be liable for any action taken by it act or omission while acting in good faith faith. Any act or omission by the Escrow Agent pursuant to the advice of its attorneys shall be conclusive evidence of such good faith. The Escrow Agent shall not be liable for the alteration, modification or elimination of any right permitted or given under any instructions and/or in any document deposited under this Agreement due to any delay, any statute of limitations or due to any other reason. The Escrow Agent shall have no further responsibility or liability whatsoever to the Company or the Trustee following a partial or complete distribution of the funds and believed by securities held in the Escrow Account pursuant to this Agreement. The Escrow Agent shall not incur any liability with respect to any act or omission in reliance upon any document, including any written notice or instruction provided for in this Agreement. In performing its obligations hereunder, the Escrow Agent shall be entitled to presume, without investigation or inquiry, the due execution, validity, effectiveness and enforceability of all documents it receives and shall be entitled to be authorized rely upon the genuineness of the signatures of the signatories of such documents, and also the truth and accuracy of any information contained therein. The Escrow Agent assumes no responsibility for the validity or within sufficiency of any instrument held as in the rights Escrow Account. (f) The Escrow Agent may consult legal counsel or powers conferred upon it by other professionals of choice in the event of any dispute or question as to the construction of this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencethe Escrow Agent’s duties hereunder, and may consult with counsel of its own choice the Escrow Agent shall incur no liability and shall have full and complete authorization and indemnification under Section 8, below, for be fully protected with respect to any action taken or suffered by it hereunder omitted in good faith and in accordance with the opinion and instructions of counsel or such other professionals. The Escrow Agent may in all cases pay reasonable compensation to such counsel and shall be entitled to reimbursement as set forth in Section 9.1(h) for all such compensation paid. The Escrow Agent may perform its duties through its agents, attorneys, custodians or nominees. (g) 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 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 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 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 the Company and the Trustee. In the event of such disagreement which continues for ninety (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 Company agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Escrow Agent in such action, including reasonable attorneys’ fees and disbursements. In no event shall the institution of such interpleader action impair the rights of the Escrow Agent described elsewhere in this Agreement. The parties other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to same. (h) The Company agrees to indemnify and hold harmless the Escrow Agent from and against, any and all loss, liability, cost, damage and expense, including, without limitation, counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such actions losses, liabilities, costs damages and expenses shall have been finally adjudicated by a court of competent jurisdiction to constitute have resulted from the willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties negligence of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent may consult counsel of its choice with respect to any question arising under this Agreement, and the Escrow Agent shall not be bound by the liable for any action taken or omitted in good faith upon advice of such counsel. The provisions of this Section 9(h) shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (i) The Escrow Agent, in its capacity as such, does not have any agreement among interest in the Escrow Account or any funds or securities deposited hereunder but 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. (j) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving written notice of its resignation to the parties hereto except at least thirty (30) days prior to the date specified for such resignation to take effect. The Escrow Agent may be removed at any time by act of the Trustee along with payment of all fees and expenses to which it is entitled through the date of termination. Upon the effective date of such resignation or removal of the Escrow Agent, all funds and securities in the Escrow Account shall be delivered by it to such successor Escrow Agent or as otherwise shall be instructed in writing by the Company and the Trustee, 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 not received such instruction, the Escrow Agent’s sole responsibility after that time shall be to safekeep the Escrow Account and all funds and securities contained therein until receipt of a designation of successor Escrow Agent, or a joint written instruction as to disposition of the Escrow Account and all funds and securities contained therein by the Company and the Trustee or a final order of a court of competent jurisdiction mandating disposition of the Escrow Account and all funds and securities contained therein. If the Escrow Agent is removed or resigns, the Company, by a Board Resolution, shall promptly appoint a successor Escrow Agent. If the Company has failed to appoint a successor prior to the expiration of thirty (30) days following receipt of the notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or for other appropriate relief, and any such resulting appointment shall be binding upon all of the parties. (k) The Escrow Agent hereby accepts its appointment and agrees to act as Escrow Agent under the terms and conditions of this Agreement and acknowledges receipt of the Initial Escrow Amount. The Company agrees to pay to the Escrow Agent as payment in full for its services hereunder the Escrow Agent’s compensation as mutually agreed by the parties hereto, provided, however, that in the event that the conditions for the disbursement of funds under this Agreement are not fulfilled, or at the request of the Company, the Escrow Agent renders any material service not contemplated in this Agreement, or there is any assignment of interest in the subject matter of this Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such requested services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. The Company further agrees 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). If fees are not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may charge interest on its fees at the rate of 12% per annum. The obligations of the Company under the preceding two sentences shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement until extinguished by any applicable statute of limitations. (l) The permissive right of the Escrow Agent to do things enumerated in the Agreement shall not be construed as duties. (m) No provision of this Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its rights under this Agreement. (n) Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have no duty and succeed to inquire into the terms rights, powers, duties, immunities and conditions privileges as its predecessor, without the execution of filing of any agreement instrument or paper or the performance any further act. (o) In the event that any funds or securities held in the Escrow Account shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered into in connection with by any court order affecting the property deposited under this Agreement, includingthe Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without limitationjurisdiction, and in the Merger Agreementevent that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties or to any other person, firm or corporation, b y reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control 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 actions proper Party or Parties 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 any of the Funds, or any portion thereof, unless such instruction shall have been delivered to the Escrow AgentAgent 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 Deposits 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence, bad faith or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes shall be responsible only for the performance of the duties and obligations expressly imposed upon it under this Agreement. Without prejudice to perform only such duties as are expressly set forth herein. It is understood the generality of the foregoing sentence, the Parties confirm and agree that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In party to the event of any conflict between the terms and provisions of this Management Indemnity Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, SPA or any other agreement between the partiestransaction document and, the terms and provisions of the Merger Agreement shall control; providedtherefore, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent is neither entitled nor obliged to be genuine review and to be signed or presented by the proper person or personsverify compliance of any Instruction under this Agreement with any transaction document. The Escrow Agent shall not be bound obliged to verify the correctness of any calculations or the amounts presented by the Sellers’ Claims Representative in any Instruction. The Escrow Agent shall act with professional care when performing its obligations under this Agreement. To the extent allowed by the applicable laws, the Sellers' Claims Representative agrees to indemnify and hold the Escrow Agent harmless against and with respect to, any and all losses, liabilities, damages, or expenses (including, without limitation, reasonable attorneys’ fees and costs), except for any lost profit, that the Escrow Agent may suffer or incur in connection with the entering into this Agreement and the performance of its obligations under this Agreement or otherwise in connection with this Agreement, except to the extent any such loss, liability, damage or expense arises from a breach of the Escrow Agent’s obligations hereunder or the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent, acting with due professional care, may accept, and rely on, any signed notice, instruction, judgement or other document received by it under this Agreement that appears to have been executed by the Sellers’ Claims Representative or any Eligible Manager as the case may be, required hereunder to sign it, as conclusive evidence of the facts and of the validity of the instructions stated in it and as having been duly authorized, executed and delivered, need not to make enquiry in relation thereto and may accept as such, and rely on, without enquiry to any document purporting to be such notice, instruction or other document. Notwithstanding anything in this Agreement, the Escrow Agent shall verify that the documents on the basis of which it shall distribute any funds from the Escrow Account appear to be the documents described in this Agreement. The Escrow Agent, acting with due professional care, shall not be responsible or liable for the sufficiency, correctness, genuineness or validity of any notice or demandother document received, or any waiverfor the form of execution of such notice or other document, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to for the Escrow Agent signed by the proper party identity or parties and, if the duties authority or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt right of any notice requiring any payment to Harmony person or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative party executing or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the giving it. The Escrow Agent shall have no duty obligation to determine verify the validity, authenticity authority of the Sellers’ Claims Representative to represent the Sellers under or enforceability of any specification or certification made in such notice. (e) connection with this Agreement. The Escrow Agent shall is entitled to terminate this Agreement by a written notice delivered to the Sellers’ Claims Representative, with a notice period of at least thirty (30) Business Days and such termination is not be liable for any action taken by it in good faith and believed by it effective until a new agent is appointed to be authorized or within carry out the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties obligations of the Escrow Agent with respect under this Agreement. For the avoidance of doubts, the Parties agree and state that the delivery of termination written notice by the Escrow Agent to any and all matters pertinent hereto. No implied duties or obligations the Sellers’ Claims Representative shall be read into sufficient vis-à-vis the Sellers for the termination of this Agreement against by the Escrow Agent pursuant to the previous sentence and, therefore, delivery of the termination written notice to all Sellers shall not be required for such a termination by the Escrow Agent. The Escrow Agent shall not procure that during the term of this Agreement no other funds are deposited on the Escrow Account – any such received funds are to be bound returned to the account from which they were transferred. The Parties acknowledge that information regarding this Agreement will be registered in the Electronic Registry of Escrows, maintained by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger AgreementCzech Bar Association.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that Notwithstanding anything to the contrary, Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached obligation to this Agreement, or any other agreement between the partiescomply with, the terms and provisions conditions of any other agreement, Escrow Agent shall not be responsible for determining the Merger Agreement meaning of any capitalized term not entirely defined herein, nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesagreement, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent shall not be liable for may conclusively rely upon any action taken written notice, document, instruction or omitted request delivered by the Parties believed by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been signed or presented by the proper person or persons. 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. Any notice, document, instruction or request delivered by a Party but not contemplated under this Agreement may be bound 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 FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WAS THE CAUSE OF ANY DIRECT LOSS TO EITHER PARTY. Escrow Agent may execute any notice of its powers and perform any of its duties hereunder directly or demandthrough affiliates or agents. In the event Escrow Agent shall be uncertain, or any waiverbelieves there is some ambiguity, modification, termination or rescission of this Agreement unless evidenced by a writing delivered as to the Escrow Agent signed by the proper party or parties and, if the its duties or rights of the Escrow Agent are affectedhereunder or receives instructions, unless it shall have given its prior written consent thereto. (d) The claims or demands from any Party hereto which in Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or judgment conflict with the Owners pursuant to the terms provisions of this Agreement orAgreement, 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 notice is disputed ambiguity or conflict or (ii) a court order issued by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, 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 to pay to Harmony final); or the Owners, as applicable, the amount specified (b) file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this AgreementAccounts, including, without limitation, the Merger AgreementEscrow Amount 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 a lien and security interest in the Escrow Amount 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 PROFITS), EVEN IF 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 provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 betweenand any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Parent and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesPerson or entity, the terms and conditions of this Agreement shall control 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 actions without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow Agent. (c) Asset, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 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 not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony either Parent or the Owners, as applicable, the amount specified in such notice, and the beneficiary. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause .of any loss to either or gross negligencethe 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non- appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Parent and LPHL and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Parent and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of LPHL and any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control control. (b) 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 actions person or persons designated on Schedule 1 hereto on behalf of Parent and LPHL without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any of Parent, LPHL or the Indemnitees or any other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow AgentShares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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. (c) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct or the OwnersEscrow Agent’s material breach of this Agreement was the primary cause of any loss to any of Parent, as applicable, LPHL or the amount specified in such notice, and the Indemnitees. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to any of Parent, LPHL or gross negligencethe Indemnitees. 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, and may consult claims or demands from Parent or LPHL which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep the Escrow Shares in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencejurisdiction. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Asset Purchase Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely entity has complied with any Asset Purchase Agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of any Asset Purchase Agreement, even though reference thereto may be made in a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Asset Purchase Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control 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 reasonably believed by it to be genuine and to have been signed or presented by the actions proper Party or Parties 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 AgentAgent 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 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Purchaser and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this AgreementAgreement , those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Purchaser and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control 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 actions applicable person without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow AgentShares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 the Escrow Shares 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss. In the event that the Escrow Agent shall be uncertain or gross negligencebelieve there is some ambiguity as to its duties or rights hereunder or shall receive instructions, and may consult claims or demands which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencejurisdiction. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith Section 2.21 and in the exercise of its own best judgmentAleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and may rely conclusively and no other duties 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsimplied. The Escrow Agent shall not be bound subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. The Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply, in its capacity as Escrow Agent, with, the terms and conditions of any other agreement, instrument or document between or among any Loan Party and any Lender, in connection herewith or otherwise, including any other Loan Document and including the Aleris 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, except to the extent such provisions are repeated in this Section 2.21 or in the Aleris Increase Joinder Amendment. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any Escrow Drawdown Request furnished to it hereunder and reasonably believed by any notice or demandit to be genuine and to have been signed and presented by the Designated Company. On the Aleris Increase Joinder Effective Date, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered the Designated Company shall deliver to the Escrow Agent signed by authorized signers’ forms in the proper party or parties and, if form of Exhibit A to the duties or rights of the Aleris Increase Joinder Amendment. The Escrow Agent are affectedshall be under no duty to inquire into or investigate the validity, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt accuracy or content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments from any Person which may be due to it or in respect of the validityEscrowed Term Loans, authenticity interest, or enforceability any applicable fees (including arranger and commitment fees). 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 Person which, in its opinion, conflict with any of the provisions of this Section 2.21 or the Aleris Increase Joinder Amendment, it shall be entitled to refrain from taking any specification or certification made action and its sole obligation shall be to keep safely the Escrowed Amounts held in such notice. (e) escrow until it shall be given a joint direction from the Loan Parties and the Aleris Incremental Term Lenders. The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within may interplead all of the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by Escrowed Amounts into a court of competent jurisdiction or may seek a declaratory judgment with respect to constitute 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 under the Aleris Increase Joinder Amendment or its duties hereunder or thereunder. The Escrow Agent shall have no liability or obligation with respect to the Escrowed Amounts except for the Escrow Agent’s willful misconduct or gross negligence. To the extent practicable, the Loan Parties and the Aleris Incremental Term Lenders 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. 1160381.015-CHISR02A - MSW Anything in this Agreement or the Aleris Increase Joinder Amendment to the contrary notwithstanding, in no event shall the Escrow Agent be liable, directly or indirectly, for any (x) damages, losses or expenses arising out of the services provided hereunder or under the Aleris Increase Joinder Amendment other than damages, losses or expenses which result from the Escrow Agent’s willful misconduct or gross negligence, or (y) special, indirect or consequential loss or damage of any kind whatsoever (including lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and may consult with counsel regardless of its own choice and shall have full and complete authorization and indemnification under Section 8the form of action. Should the Escrow Agent become liable for (i) the payment of any Taxes, below, for including withholding taxes related to any action taken Escrowed Term Loans or suffered any other funds held by it hereunder in good faith the Escrow Account, and including interest and penalties thereon, or (ii) any payment made hereunder, the Loan Parties agree, jointly and severally, to reimburse the Escrow Agent for such Taxes, interest, penalties and other amounts upon demand. Without limiting the foregoing, the Escrow Agent shall be entitled to deduct such Taxes, interest and penalties from the Escrowed Amounts prior to its release of the Escrowed Amounts in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencethis Section 2.21. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Parent, the Company Representative and any other person or entity, in connection herewith, including the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity.this Agreement (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesParent, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of Company Representative or any other agreement between person or entity related to the partiesEscrow Agent’s duties hereunder, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Parent or the Company Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either Parent, is to pay to Harmony the Company Representative or any beneficiary or the Owners, as applicable, the amount specified in such notice, and the Escrow Shares. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent's gross negligence or willful misconduct was the primary cause of any loss to either Parent, the Company Representative or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties in connection herewith, if any, including without limitation the Acquisition Agreement (the “Underlying Agreement”), nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this the Escrow Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Escrow Agreement shall control 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 Parent and the actions Designated 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 Escrowed Assets nor shall the Escrow AgentAgent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith and in except to the exercise extent that a final adjudication of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice a court of counsel (including counsel chosen by competent jurisdiction determines that the Escrow Agent)’s fraud, statement, instrument, report gross negligence or other paper or document (not only as to its due execution and willful misconduct was the validity and effectiveness of its provisions, but also as the truth and acceptability primary cause of any information therein contained) which is reasonably believed by the Escrow Agent loss to be genuine and to be signed or presented by the proper person or personseither Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through attorneys, and shall not be bound liable only for its fraud, gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to it. In the event that the Escrow Agent signed by the proper party shall be uncertain or parties and, if the 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 given a direction in writing by Parent and the Designated Monitor which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent are affected, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative a final and non-appealable order or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination judgment of a court of competent jurisdiction, is . The Parties agree to pay to Harmony pursue any redress or the Owners, as applicable, the amount specified recourse in such notice, and 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 have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for special, incidental, punitive, indirect or consequential loss or damage of any action taken by it in good faith and believed by it kind whatsoever (including but not limited to be authorized or within the rights or powers conferred upon it by this Agreementlost profits), other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of even if the Escrow Agent with respect to any has been advised of the likelihood of such loss or damage and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against regardless of the Escrow Agent. The Escrow Agent shall not be bound by the provisions form of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 (other than this Agreement), instrument or document between Purchaser, Members and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Purchaser and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of Members or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control 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 Purchaser and Members’ Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the actions transfer or distribution of the Escrow AgentShares, 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 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. (cd) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Purchaser or certification made in such noticeMembers or their beneficiaries. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Purchaser or gross negligenceMembers or their beneficiaries. 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, and may consult claims or demands which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a joint written direction from Purchaser and Members’ Representative which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencejurisdiction. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Company and the Investors, in connection herewith, if any, including without limitation the Distribution Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Distribution Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, Company and the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesInvestors, the terms and conditions of this Agreement shall control 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 actions Company or the Distributor without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to the Company, the Distributor 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 Escrow AgentAccount, 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 Escrow Account, 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct resulted in any loss to pay to Harmony the Company or the Owners, as applicable, the amount specified in such notice, and the Distributor. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from the rights Company or powers conferred upon it by the Distributor hereto which, in its opinion, conflict with any of the provisions of this Agreement, other than actions 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 given a direction in writing by the Company or the Distributor which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Company and the Distributor each agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between requirement to comply with, the terms and provisions conditions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesParties, the terms and provisions of the Merger Agreement nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties believed by it to be genuine and to have been signed by 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. Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith and in except to the exercise 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 own best judgment, powers and may rely conclusively and shall be protected in acting upon perform 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 duties hereunder directly or through affiliates or agents. In the truth and acceptability of any information therein contained) which is reasonably believed by the event Escrow Agent to be genuine and to be signed receives instructions, claims or presented by demands from any Party hereto which conflict with the proper person provisions of this Agreement, or persons. The if Escrow Agent receives conflicting instructions from the Parties, Escrow Agent shall not be bound entitled either to (a) refrain from taking any action until it shall be given a joint written direction executed by any notice Authorized Representatives of the Parties which eliminates such conflict 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 final court order or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (db) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this AgreementFund, including, without limitation, the Merger AgreementEscrow 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. 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 profits), even if 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 only such Each of the Contributor, the Contributor’s Representative, the Partnership and ATA acknowledge and agree that the duties as are expressly set forth herein. It is understood that of the Escrow Agent is not a trustee under this Agreement are purely ministerial, that in no event shall the Escrow Agent have any duty to inquire as to the validity, effectiveness, genuineness, authorization or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event necessity of any conflict between notice hereunder and that except as expressly provided below, the terms and provisions Escrow Agent shall be entitled to conclusively rely upon its receipt of this Agreement, those any of the Merger Agreement, same despite any schedule objection or exhibit attached to this Agreement, claim of any kind or nature by any other agreement between of the partiesContributor, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesContributor’s Representative, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) Partnership or ATA. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgmentfaith, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion without gross negligence 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for any action taken by it in good faith willful misconduct and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, including, without limitation, its release and delivery of the ▇▇▇▇▇▇▇ Money Deposit, and it may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other than actions which document believed by it to be genuine and to have been finally adjudicated made, sent, signed or presented by any of the Contributor, the Contributor’s Representative, the Partnership or ATA. If for any reason Closing does not occur and any party makes a written demand upon the Escrow Agent for payment or delivery of the ▇▇▇▇▇▇▇ Money Deposit or then held by the Escrow Agent, the Escrow Agent shall give written notice to the other parties of such demand. If the Escrow Agent does not receive a written objection from the other parties to the proposed payment within ten (10) Business Days after the giving of such notice, the Escrow Agent is hereby authorized to make such payment or delivery. If the Escrow Agent does receive such written objection within such ten (10) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment, the Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money Deposit until otherwise directed by written instructions from the parties hereto or a final judgment of a court of competent jurisdiction. The Escrow Agent shall, however, have the right at any time to file a suit with a court of competent jurisdiction and to constitute willful misconduct deliver or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken pay the ▇▇▇▇▇▇▇ Money Deposit to such court (or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agentan officer thereof). The Escrow Agent shall not give written notice of such deposit to the Contributors and the Partnership. Upon such deposit, the Escrow Agent shall be bound by the relieved of and discharged from all further obligations and responsibilities hereunder. Notwithstanding any other provisions of this Agreement, the Contributor, the Contributor’s Representative, the Partnership and ATA jointly and severally indemnify and hold harmless the Escrow Agent against any agreement among the parties hereto except this Agreement loss, damages, liability or expense (including, without limitation, reasonable attorneys fees and shall have no duty to inquire into the terms and conditions of any agreement made or entered into expenses) incurred in connection with this Agreement, Agreement (including, without limitation, the Merger cost and expense of defending itself against any claim or liability), except for losses resulting from the gross negligence of willful misconduct of the Escrow Agent arising out of or in connection with or in any way relating to the terms of this Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall controlcontrol (except as set forth in Section 14(b)(ii) hereof); provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, noticenotice (including any Joint 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 truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s 's sole responsibility upon receipt of any notice Joint Notice requiring any payment distribution to Harmony or Holdco, the Owners Exchange Agent (for further distribution to the Other Stockholders), the Surviving Company (for further distribution to the Participating Optionholders and the Bonus Plan Recipients) and/or the Specified Stockholders pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay distribute to Harmony or Holdco, the OwnersExchange Agent, the Surviving Company and/or the Specified Stockholders, as applicable, the amount specified in such noticeJoint Notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such noticeJoint Notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, 9 below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth hereinin this agreement on its part to be performed, which shall be deemed purely ministerial in nature, and no other duties or obligations of any kind shall be implied nor read into this Agreement against or on the part of the Escrow Agent. It The Escrow Agent accepts the duties and responsibilities under this Agreement as agent only, and no trust is understood that intended to be, or is or will be, created hereby and the Escrow Agent is not shall owe no duties hereunder as trustee. 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 the Parties, in connection herewith, if any, including without limitation the Transaction Agreement, dated as of the date hereof, by and among CytoDyn Inc., a trustee Delaware corporation, Point Merger Sub Inc. a Delaware corporation, Seller, Purchaser, and (solely with respect to the representations, warranties and obligations set forth in Sections 5.9(b), 7.8, 14.1(c) and 14.4(f)) ▇▇. ▇▇▇▇▇▇▇ ▇. Pestell (the “Underlying Agreement”), nor shall the Escrow Agent be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control only in connection with any matter related to the actions Escrow Agent. 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 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 Escrow AgentAsset, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (cb) The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or 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 any action taken taken, suffered or omitted to be taken by it in good faith and accordance with, or in reasonable reliance upon, the exercise advice or opinion of its own best judgmentany such counsel, and may rely conclusively and accountants or other skilled persons. In the event that the Escrow Agent shall be protected in acting upon any order, notice, demand, certificate, opinion uncertain or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only believe there is some ambiguity as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably 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 hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, are ambiguous or conflict with any of the provisions of this 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 given a direction in writing by the Parties which eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent are affected, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative a final and non-appealable order or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination judgment of a court of competent jurisdiction, is . The Parties agree to pay to Harmony pursue any redress or the Owners, as applicable, the amount specified recourse in such notice, and connection with any dispute without making the Escrow Agent shall have no duty a party to determine the validity, authenticity or enforceability of any specification or certification made in such noticesame. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Parent, on the one hand, and the Company Earnout Holders, on the other hand, or any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between Parent, on the partiesone hand, and any Company Earnout Holder, on the terms and provisions of the Merger Agreement shall control; providedother hand, that, notwithstanding the terms of or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Authorized Signatories set forth in Schedule 1 without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Company Earnout Holder 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 Earnout 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 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 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 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony Parent or the Owners, as applicable, the amount specified in such notice, and the Company Earnout Holders. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to Parent or gross negligencethe Company Earnout Holders. 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, and may consult claims or demands from Authorized Signatories which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Company, SPAC and the Company Stockholder Representative, and any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesCompany, SPAC and the terms and provisions of the Merger Agreement shall control; providedCompany Stockholder Representative, that, notwithstanding the terms of or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control control; provided, however, that in the actions event of any conflict between the terms and provisions of Section 2.10 of the Escrow AgentMerger Agreement and Schedule 4 hereto, Section 2.10 of the Merger 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 Company and the Company Stockholder Representative, and their respective authorized officers and representatives, without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow Shares and any Earnings thereon, 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, 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s fraud, gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to any party hereto or certification made in such noticeany beneficiary of the Escrow Shares. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to any of the parties hereto or gross negligenceany beneficiary or the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent, or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between obligation to comply with, the terms and provisions conditions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesParties, the terms and provisions of the Merger Agreement nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control the actions of Escrow Agent. Escrow Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties believed in good faith by it to be genuine and to have been signed by 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. Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be disregarded by the Escrow Agent. (c) 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 Escrow Agent’s gross negligence, fraud or willful misconduct (including, with respect to tax matters, the intentional and willful disregard of a reporting requirement as specified in Section 2(b) hereof was the exercise cause of any direct loss to either Party. Escrow Agent may execute any of its own best judgment, powers and may rely conclusively and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow Agent shall be protected in acting upon any orderuncertain, noticeor believes there is some ambiguity, 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 duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment in good faith conflicts with the validity and effectiveness provisions of its provisionsthis Agreement, but also as or if Escrow Agent receives conflicting instructions from the truth and acceptability 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 any information therein containedthe Parties which eliminates such ambiguity or conflict or (ii) which is reasonably believed a Court Order (such Court Order will be accompanied by the documentation referenced in Section 3(b)(ii) above) (it being understood that the Escrow Agent shall be entitled conclusively to be genuine rely and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by act upon 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 such documentation referenced in Section 3(b)(ii) and shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment no obligation to Harmony review such Court Order or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to determine whether any such dispute, whether by virtue of joint resolution, arbitration Court Order is final); or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified (b) file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this AgreementFund, including, without limitation, the Merger AgreementEscrow Amount 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 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, except to the extent of Escrow Agent’s fraud or willful misconduct, 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 profits), even if 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 represents and warrants to perform only such duties as are expressly set forth herein. It is understood the Parties that the Escrow Agent is not a trustee or fiduciary and “bank” as defined in Paragraph (A) of Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. The deposit accounts of each Approved Bank is acting hereunder merely in a ministerial capacityinsured by the FDIC to the maximum amount permitted by law. (b) All funds received from Investors by the Company or the Placement Agent in payment for the Shares (“Investor Funds”) will be delivered to the Escrow Agent by noon Eastern Time on the next business day following the day upon which such Investor Funds are received by the Company or the Placement Agent, and shall, upon receipt of good and collected funds by the Escrow Agent, be retained in the Escrow Account by the Escrow Agent and invested as provided in Section 3(a) hereof. During the term of this Escrow Agreement, the Company and the Placement Agent shall instruct Investors to make all checks payable to the order of “Computershare Trust Company, N.▇.▇▇ Escrow Agent for Federal Life Group, Inc.” and shall cause all checks received by each of them in payment for the Shares to be endorsed in favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account. Investor Funds also may be wired directly to the Escrow Account using wire instructions provided by the Escrow Agent. (c) The Escrow Agent shall have only those duties as are specifically and expressly 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 any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Company, the Placement Agent and the Investors, in connection herewith, if any, 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 Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the partiesCompany, the terms Placement Agent and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesInvestors, the terms and conditions of this Agreement shall control 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 actions proper Party or Parties 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 AgentAgent 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 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. (cd) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Interconnection System Impact Study Agreement or Interconnection Facilities Study Agreement (the “Underlying Agreement”), nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this the Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control control. The Escrow Agent may rely upon and shall not be liable for 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 actions proper Party or Parties, and Escrow Agent shall have no duty of inquiry and no obligation to require substantiating evidence of any kind. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Escrow AgentDeposit, 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Company, Nekcom and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Company and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Company without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony either the Company or the Owners, as applicable, the amount specified in such notice, and the beneficiary. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either the Company or gross negligencethe 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction the Company agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Company, the Sponsor, TipTop and any other person or entity, in connection herewith, including the Merger Agreement or the Assurance Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Agreement or the Assurance Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesCompany, the terms and provisions of the Merger Agreement shall control; providedSponsor, that, notwithstanding the terms of TipTop or any other agreement between person or entity related to the partiesEscrow Agent’s duties hereunder, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Company, TipTop or the Sponsor without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any beneficiary, or other person or entity, 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 10 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent’s fraud, is gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony or either the OwnersCompany, as applicableTipTop, the amount specified in such notice, and Sponsor or any beneficiary of the Escrow Shares. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to either the Company, TipTop, the Sponsor or gross negligenceany beneficiary of the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no duties, including but not limited to any fiduciary duties, shall be implied. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between requirements to comply with, the terms and provisions conditions of this Agreementany other agreement, those of 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 schedule or exhibit attached to 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, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding . Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall will control the actions of the Escrow Agent. (c) . The Escrow Agent may rely upon and shall not be liable for any action taken acting or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in refraining from acting upon any order, notice, demand, certificate, opinion Joint Release Instruction or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as Final Determination furnished to its due execution it hereunder and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent it to be genuine and to be have been signed or and presented by an authorized signer of the proper person Party or personsParties. 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 not be bound by any notice under no duty to inquire into or demandinvestigate the validity, accuracy 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. (d) The Escrow Agent’s sole responsibility upon receipt content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments which may be due to it or the validityEscrow Funds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, authenticity claims or enforceability demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any specification action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction or certification made in such notice. (e) Final Determination. The Escrow Agent shall 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 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 will not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it except to be authorized the extent that the Escrow Agent’s gross negligence or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct was the cause of any direct loss to either Party. To the extent practicable, the Parties agree to pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The Agent be liable for any special, indirect, punitive, incidental or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent shall not be bound by has been advised of the provisions likelihood of any agreement among such losses or damages and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Company and the Investors, in connection herewith, if any, including without limitation the Distribution Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Distribution Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, Company and the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesInvestors, the terms and conditions of this Agreement shall control 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 actions Company or the Distributor without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to the Company, the Distributor 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 Escrow AgentAccount, 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 Escrow Account, 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct resulted in any loss to pay to Harmony the Company or the Owners, as applicable, the amount specified in such notice, and the Distributor. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from the rights Company or powers conferred upon it by the Distributor hereto which, in its opinion, conflict [Signature Page to Escrow Agreement] with any of the provisions of this Agreement, other than actions 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 given a direction in writing by the Company or the Distributor which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Company and the Distributor each agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The 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 shall not be bound by has been advised of the provisions likelihood of any agreement among such loss or damage and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

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. It is understood that the in this Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule and no implied covenants or exhibit attached to obligations shall be read into this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Escrow Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of against the Escrow Agent. (b) If, pursuant to Section 3.2 hereof or otherwise, all or any part of the Escrow Fund is at any time attached, garnished, or levied upon by any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, writ, judgment or decree shall be made or entered by a court affecting such property or any part thereof, then and in any of such events the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, and it shall not be liable to the Company or any Participant by reason of such compliance even though such order, writ, judgment or decree subsequently may be reversed, modified, annulled, set aside or vacated. (c) The Escrow Agent shall maintain such books, records and accounts as may be necessary for the proper administration of the Escrow Fund, including, without limitation, as provided in Section 2.1 hereof, and shall render to the Company, on or prior to each January 31 until the termination of this Escrow Agreement (and on the date of such termination), an accounting with respect to the Escrow Fund as of the end of the then most recent calendar year (and as of the date of such termination). (d) The Escrow Agent shall not be liable for any act taken or omitted to be taken hereunder if taken or omitted to be taken by it in good faith. The Escrow Agent shall also be fully protected in relying upon any notice given hereunder which it in good faith believes to be genuine and executed and delivered in accordance with this Escrow Agreement. (e) The Escrow Agent may consult with legal counsel to be selected by it, and the Escrow Agent shall not be liable for any action taken or omitted suffered by it in good faith and accordance with the advice of such counsel. (f) The Escrow Agent shall be reimbursed by the Company for its reasonable expenses incurred in connection with the exercise performance of its own best judgment, and may rely conclusively duties hereunder and shall be protected paid reasonable fees for the performance of such duties in acting upon the manner provided by Section 4.1(g). (g) The Company agrees to indemnify and hold harmless the Escrow Agent from and against any orderand all damages, noticelosses, demand, certificate, opinion claims or advice expenses as incurred (including expenses of investigation and fees and disbursements of counsel (including counsel chosen to the Escrow Agent) arising out of or in connection with the performance by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness Agent of its provisions, but also as duties hereunder. Any amount payable to the truth and acceptability of any information therein containedEscrow Agent under Section 4.1(f) which is reasonably believed or this Section 4.1(g) shall be paid by the Company promptly upon notice by the Escrow Agent to be genuine and the Company. If such payment is not made within 60 days of the Company’s receipt of such notice, then the Escrow Agent may pay such fees from the Escrow Fund. If it is necessary to be signed or presented by use the proper person or personscash surrender value of any Life Insurance Policies for this purpose, the Escrow Agent shall use the 10 day notice procedure set forth in Section 2.2 (a) prior to cancellation of any policy. In the event payment is made hereunder to the Escrow Agent from the Escrow Fund, the Escrow Agent shall promptly notify the Company in writing of the amount of such payment. The Company agrees that, upon receipt of such notice, it will deliver to the Escrow Fund an amount of money or property equal to any payments made from the Escrow Fund to the Escrow Agent pursuant to Section 4.1(f) or this Section 4.1(g). The failure of the Company to transfer any such amount shall not in any way impair the Escrow Agent’s right to indemnification, reimbursement and payment pursuant to Section 4.1(f) or this Section 4.1(g). (h) Notwithstanding any other provisions of the Escrow Agreement, the Escrow Agent shall not be bound by required to pay any notice benefits, premiums on insurance policies or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to expenses from funds other than the Escrow Agent signed by Fund. If there are not sufficient funds in the proper party Escrow Fund to meet any one or parties and, if the duties or rights more of the Escrow Agent foregoing obligations that are affecteddue, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and then the Escrow Agent shall have no duty notify the Company of the amount needed to determine meet such obligations. Upon receipt of the validityfunds from the Company, authenticity or enforceability of any specification or certification made in such notice. (e) The and not before then, the Escrow Agent shall not be liable pay for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligenceobligations. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. MBYTF, CIEC and the SHAREHOLDERS hereby appoint Escrow Agent as escrow agent for the CIEC Shares and the MBYTF Shares in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment. (a) The In the event that the CIEC Shares, the MBYTF Shares and the 8-K Fee are all not received by the Escrow Agent undertakes by November 15, 2005, the Escrow Agent shall have no obligation to perform only such accept any further documents hereunder, Escrow Agent shall promptly deliver the CIEC Shares back to the SHAREHOLDERS and the MBYTF Shares back to MBYTF and this Agreement shall be deemed to have been rescinded. If the Escrow Agent receives all of the CIEC Shares, the MBYTF Shares and the 8-K Fee, together with a letter signed by each of CIEC and MBYTF to the effect that all of the conditions for Closing have either been satisfied or validly waived, then the Escrow Agent shall deliver the CIEC Shares to MBYTF, the Form 8-K Fee to AUS and the MYBTF Share certificates to the appropriate SHAREHOLDERS. (b) Escrow Agent shall have no duties as are or responsibilities other than those expressly set forth herein. It is understood that Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for amendments to this Agreement relating to escrowed items, the Escrow Agent is shall not a trustee or fiduciary be obligated to recognize any agreement between any and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those all of the Merger Agreement, any schedule or exhibit attached persons referred to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, thatherein, notwithstanding the terms of any other agreement between the parties, the terms that references hereto may be made herein and conditions of this Agreement shall control the actions of the Escrow Agentwhether or not it has knowledge thereof. (c) The Escrow Agent shall not be liable to any party or anyone else for any action taken, or omitted to be taken by it, or any action suffered by it to be taken or omitted by it omitted, in good faith 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 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 truth and acceptability of any information therein contained) ), which is reasonably 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 demandof the terms thereof, 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 give its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any notice requiring signature or endorsement thereon, or for any payment to Harmony lack of endorsement thereon, or for any description therein; nor shall the Owners pursuant Escrow Agent be responsible or liable to the terms other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the agreement. The Escrow Agent shall have no duty responsibility with respect to determine the validity, authenticity use or enforceability application of any specification funds or certification made in such notice. (e) The Escrow Agent shall not be liable for any action taken other property paid or delivered by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by Company pursuant to the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementhereof.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirement to comply with, the terms and conditions of any other agreement, instrument or document among the Purchaser CEO Representative, the Purchaser, the Seller Representative, and any other person or entity, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the partiesPurchaser CEO Representative, the terms and provisions of Purchaser, the Merger Agreement shall control; providedSeller Representative, that, notwithstanding the terms of or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 in accordance with the terms hereof and believed by it to be genuine and to have been signed or presented by the Purchaser CEO Representative, the Purchaser and the Seller Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow Property, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 9 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 nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any shares 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 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to a beneficiary. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such noticethrough affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to a beneficiary. In the event that the Escrow Agent shall be uncertain or gross negligencebelieve there is some ambiguity as to its duties or rights hereunder or shall receive instructions, and may consult claims or demands from the Purchaser CEO Representative, or the Seller Representative which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all of the Escrow Property until it shall be given a joint direction in writing by the Purchaser CEO Representative and the Seller Representative that eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction jurisdiction. The Purchaser CEO Representative agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. ARTICLE 14.1. The Deposit shall be held in escrow until Closing by Seller’s attorneys, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (a“Escrow Agent”). The Deposit shall be placed in an interest bearing account and the Deposit and interest (the “Interest”) The Escrow Agent undertakes accrued on the Deposit shall be paid over as follows: (i) in the event title closes hereunder the Deposit and Interest shall be paid to perform only such duties as are expressly set forth hereinthe Seller at Closing; (ii) in the event title does not close by reason of a default by Seller, the Deposit and Interest shall be paid to Purchaser together with the monies to be remitted to Purchaser pursuant to Section 11.1 of this Agreement; and (iii) in the event title does not close by reason of a default by Purchaser, the Deposit and Interest shall be paid to Seller and this Agreement shall be null and void and there shall be no further liability on behalf of either party. ARTICLE 14.2. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In as stakeholder only, without compensation and for the event of any conflict between convenience and at the terms and provisions of this Agreement, those request of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgmentfaith, 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and provided that the Escrow Agent shall have no duty to determine the validity, authenticity be liable for its gross negligence or enforceability of willful misconduct in any specification or certification made in such notice. (e) The event. Escrow Agent shall not be liable for and the parties jointly and severally agree to indemnify Escrow Agent against and hold Escrow Agent harmless from the payment of any interest or court costs or legal fees in any legal action taken by it that may be brought to recover the monies held in good faith and believed by it escrow or any part thereof unless the Escrow Agent shall fail or refuse to pay over any such monies pursuant to a final judgment, order or decree. At any time, Escrow Agent shall be authorized or within the rights or powers conferred upon it by this Agreemententitled, other than actions which have been finally adjudicated by a in its sole discretion, to apply to any court of competent jurisdiction to constitute willful misconduct or gross negligencedetermine the rights of the parties hereof, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion event of such counsel unless application of the Deposit, and Interest with such actions have been finally adjudicated by a court of competent jurisdiction court, Escrow Agent shall be relieved and discharged from any liability or responsibility to constitute willful misconduct or gross negligencethe parties hereto. (f) This Agreement expressly sets forth all the duties ARTICLE 14.3. Notwithstanding any other provision of this Agreement, no notice, demand, request or other communication to the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations in connection herewith shall be read into binding on the Escrow Agent unless it is in writing, refers specifically to this Agreement against Agreement, is addressed to the Escrow Agent and is actually received by the Escrow Agent. The Notwithstanding anything herein to the contrary, Escrow Agent shall not be bound by hold the provisions Deposit as agent for the Seller provided however that Escrow Agent may represent Seller in any matter arising out of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms transaction and conditions Purchaser waives any claim of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementconflict of interest arising from such representation.

Escrow Agent. Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (ai) The Escrow Agent undertakes does not represent, warrant or guaranty to perform only such duties the holders of the Notes from time to time the performance of the Company or the Trustee; (ii) Escrow Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as are expressly set forth herein. It is understood that a consequence of performance or nonperformance by Escrow Agent hereunder, except for any gross negligence or willful misconduct of Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) Escrow Agent is not a trustee obligated to supervise, inspect or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In inform the event Company or any third party of any conflict between matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against Escrow Agent, nor shall Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, 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 and hereof, of any funds or Temporary Cash Investments held by it hereunder, including, without limitation, any liability for any delay not resulting from its gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. Escrow Agent shall be entitled to conclusively 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, those of Agreement without being required to determine the Merger Agreement, any schedule authenticity or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms correctness of any other agreement between fact stated therein or the parties, propriety or validity of service thereof. Escrow Agent may act in reliance upon any instrument comporting with the terms and conditions provisions of this Agreement shall control or signature believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the actions of the Escrow Agent. (c) The provisions hereof has been duly authorized to do so. Escrow Agent may act pursuant to the written advice of counsel chosen by it with respect to any matter relating to this Agreement and (subject to Section 4(ii) hereof) shall not be liable for any action taken or omitted by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsaccordance with such advice. The Escrow Agent shall not be bound by called upon to advise any notice party as to selling or demandretaining, or taking or refraining from taking 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement action with respect to to, any such dispute, whether by virtue of joint resolution, arbitration securities or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the other property deposited hereunder. Escrow Agent shall have no duty to determine not be responsible for or incur any liability in connection with the validity, authenticity or enforceability performance of any specification investment made at the discretion of the Company, for any other loss or certification made gain in such notice. (e) The the Escrow Account, or for the sufficiency of funds in the Escrow Account to cover interest payments on the Notes. Escrow Agent shall not be liable for any action taken by it takes or omits to take in good faith and believed by which it believes to be authorized or within the its rights or powers conferred upon it by this Agreementpowers; provided, other than actions which have been finally adjudicated by a court of competent jurisdiction to however, that Escrow Agent's conduct does not constitute willful wilful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The parties hereto agree that Escrow Agent’s only obligations hereunder shall be to hold the Escrowed Funds as Escrow Agent undertakes hereunder and to perform only such duties as are expressly set forth hereindisburse said funds pursuant to the terms of this Agreement. It is understood Tenant and Landlord acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In be deemed to be the event agent of any conflict between the terms and provisions of this Agreement, those of the Merger Agreementparties hereto, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The that Escrow Agent shall not be liable to any of the parties hereto for any action act or omission on its part unless taken or omitted by it suffered in good faith and bad faith, 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 the truth and acceptability of any information therein contained) which is reasonably 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 willful disregard 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the involving negligence. Escrow Agent shall have no duty to determine the validityresponsibility for, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent and shall not be liable for concerned with, any action taken by it agreements between the parties hereto, except as specifically provided in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the . Escrow Agent with respect may interplead any matter of this escrow at any time in regard to any controversy among the parties which cannot be resolved in a reasonable time among the parties, as to appropriate interpretation of these instructions or distribution of funds in said escrow account which cannot be resolved in a reasonable time, or in regard to any suit on this escrow brought against Escrow Agent from any source. The parties hereto shall indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all matters pertinent hereto. No implied duties actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or obligations shall be read into this Agreement against in any way connected with the Escrow Agent. The holding of the Escrowed Funds excepting, however, the breach, negligence or willful misconduct of Escrow Agent shall not be bound by in the provisions performance of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementits duties hereunder.

Escrow Agent. (a) In performing its duties hereunder or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no liability except for the Escrow Agent’s willful misconduct or gross negligence. The Escrow Agent’s sole responsibility shall be for the holding, administering and disbursing the Escrow Fund in accordance with the terms hereof. The Escrow Agent undertakes to perform only such shall have no implied duties as are expressly or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth hereinherein or in any notice given to it hereunder in accordance with Section 17. It is understood that The Escrow Agent shall be entitled to rely upon, and shall be protected in acting upon, any request, instructions, statement or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions hereof. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or to commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is not a trustee deposited or fiduciary and is acting hereunder merely this Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may consult legal counsel selected by it in a ministerial capacity. (b) In the event of any conflict between dispute or question as to the terms and provisions construction of this Agreement, those any of the provisions hereof or of its duties hereunder, and shall incur no liability and shall be fully protected from any liability whatsoever in acting in accordance with the advice of such counsel. Except as otherwise provided in Section 11, REIT and WAS I shall jointly and severally agree to pay, upon demand, the reasonable fees and expenses of any such counsel; provided, however, that solely between themselves REIT and WAS I agree that such fees and expenses shall be borne equally between REIT and WAS I. The Escrow Agent shall not be required to take notice of and shall have no obligations or responsibilities in connection with the Merger Agreement, any schedule Agreement or exhibit attached to this the Pledge Agreement, or any other agreement between the parties, the terms and provisions of any other parties to the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duties, shall be implied except as required under applicable law. It is understood that the The Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of shall neither be responsible for, nor chargeable with, knowledge of, nor have any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached requirements to this Agreement, or any other agreement between the partiescomply with, the terms and 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 Merger Agreement shall control; providedEscrow Agent be inferred from the terms of such agreements, that, notwithstanding even though reference thereto may be made in this Agreement. Notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall will control the actions of the Escrow Agent. (c) . The Escrow Agent may rely upon and, except for the Escrow Agent’s fraud, willful misconduct or gross negligence, shall not be liable for any action taken acting or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in refraining from acting upon any order, notice, demand, certificate, opinion Joint Release Instruction or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as Final Determination furnished to its due execution it hereunder and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent it to be genuine and to be have been signed or and presented by an authorized signer of the proper person Party or personsParties. 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 not be bound by any notice under no duty to inquire into or demandinvestigate the validity, accuracy 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. (d) The Escrow Agent’s sole responsibility upon receipt content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validityEscrow Funds. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, authenticity claims or enforceability demands from any Party hereto which, in its reasonable opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any specification action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in a Joint Release Instruction or certification made in such notice. (e) Final Determination. The Escrow Agent shall 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 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 will not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it except to be authorized the extent that the Escrow Agent’s fraud, gross negligence or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct was the cause of any direct loss to either Party. To the extent practicable and reasonable, the Parties agree to pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. No implied duties or obligations shall be read into Anything in this Agreement against to the contrary notwithstanding, in no event shall the Escrow Agent. The Agent be liable for any special, indirect, punitive, incidental or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent shall not be bound by has been advised of the provisions likelihood of any agreement among such losses or damages and regardless of the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions form of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Sphere and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreement or any Overland RSU Agreement assumed by Sphere pursuant to the Underlying Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms Sphere and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control 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 actions Sphere without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to Sphere, 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 Escrow AgentAsset, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 the Escrow Asset 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to pay to Harmony either Sphere or the Owners, as applicable, the amount specified in such notice, and the beneficiary. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Sphere or gross negligencethe 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, and may consult claims or demands from Sphere hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgment of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction jurisdiction. Sphere agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. 6.1 To induce the Escrow Agent to act hereunder, it is further agreed by Party A and Party B that: (a) the Escrow Agent shall not be under any duty to give the Account Assets held by it hereunder any greater degree of care than it gives to amounts held for its general banking customers; (b) this Agreement expressly sets forth all the duties of the Escrow Agent. The Escrow Agent undertakes shall not be bound by (and shall be deemed not to have notice of) the provisions of any other agreement entered into by or involving Party A and Party B except this Agreement and any Instruction and no implied duties or obligations of the Escrow Agent shall be read into this Agreement or any Instruction, whether or not such agreement has been previously disclosed to the Escrow Agent; (c) the Escrow Agent is under no duty to ensure that funds withdrawn from the Escrow Accounts are actually applied for the purpose for which they were withdrawn or that any Instruction is accurate, correct or has been validly given in accordance with the terms of any agreement or other arrangement between Party A and Party B, provided always that the Escrow Agent acts (in good faith) in accordance with the terms of this Agreement; (d) neither the Escrow Agent nor any of its respective officers, employees or agents shall be required to make any distribution to the extent that the Account Assets are insufficient and shall incur no liability whatsoever from any non-distribution in such circumstances; (e) Party A and Party B unconditionally agree to the call-back arrangement and the use of any form of telephonic or electronic monitoring or recording by the Escrow Agent according to the Escrow Agent’s standard operating procedures or as the Escrow Agent deems appropriate for security and service purposes, and that such recording may be produced as evidence in any proceedings brought in connection with this Agreement; (i) the Escrow Agent shall not be liable to any person or entity for any loss, liability, claim, debts, action, damages or expenses arising out of or in connection with its performance of or its failure to perform only such duties any of its obligations under this Agreement save as are expressly set forth hereincaused by its own gross negligence, wilful default or fraud; (ii) the Escrow Agent shall not be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any Force Majeure Event or any event if where, in the reasonable opinion of the Escrow Agent, performance of any duty or obligation under or pursuant to this Agreement would or may be illegal or would result in the Escrow Agent being in breach of any law, rule, regulation, or any decree, order or judgment of any court, or practice, request, direction, notice, announcement or similar action (whether or not having the force of law) of any relevant government, government agency, regulatory authority, stock exchange or self-regulatory organisation to which the Escrow Agent is subject; (iii) without prejudice to the obligation of the Escrow Agent to transfer all or part of the Account Assets in accordance with this Agreement, the liability of the Escrow Agent hereunder shall be limited to an amount equal to an amount equal to the aggregate fees payable to the Escrow Agent under the Fee Letter; and (iv) notwithstanding the foregoing, under no circumstances will the Escrow Agent be liable to any Party for any indirect, incidental or consequential loss or damage (being inter alia, loss of business, goodwill, opportunity or profit) even if advised of such loss or damage; (g) Party A shall indemnify and keep the Escrow Agent (and, without limitation, its directors, officers, agents and employees) indemnified and hold each of them harmless from and against any and all losses, liabilities, claims, debts, actions, damages, fees and expenses, (including fees and disbursements of professional advisers (including lawyers)), arising out of or in connection with this Agreement, including as a result of the Escrow Agent’s appointment under this Agreement, save as are caused by its own gross negligence, wilful default or fraud, provided always that the Escrow Agent shall not have any right to set-off against the Account Assets in relation to any amounts due and owing by Party A to the Escrow Agent pursuant to this Clause 6.1(g). (h) without prejudice to Clause 6.1(i), the Escrow Agent shall not be obliged to make any payment or otherwise to act on any Instruction notified to it under this Agreement if it is unable: (i) to verify any signature pursuant to any request or Instruction against the specimen signature provided for the relevant Authorised Representative hereunder; and (ii) to validate the authenticity of the request by telephoning a Call-back Contact who has not executed the relevant request or Instruction as an Authorised Representative of the relevant Party; (i) the Escrow Agent shall be entitled to rely upon any order, judgment, decree, certification, demand, notice or other written instrument (including any Instruction or any requirement and/or request for information delivered by a party referred to in Clause 6.2 below) delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the validity of the service thereof. It is understood The Escrow Agent may acting in good faith, act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorised to do so. (j) Party A and Party B acknowledge that the Escrow Agent is not a trustee authorised to rely conclusively upon any Instructions received by any means agreed hereunder or fiduciary and is acting hereunder merely in a ministerial capacity.otherwise agreed by all parties hereto. In furtherance of the foregoing: (bi) In without prejudice to Clause 6.1(m), the event Escrow Agent may rely and act upon an Instruction if it reasonably believes that such Instruction is genuine, contains sufficient information and has emanated from the Authorised Representative in which case, if the Escrow Agent acts in good faith on any such Instructions, such Instructions shall be binding on Party A or Party B (as the case may be) and the Escrow Agent shall not be liable to the extent that any liability would otherwise so arise from acting upon any such instruction in accordance with the terms of this Agreement. The Escrow Agent is not responsible for errors or omissions made by Party A and/or Party B or resulting from fraud or the duplication of any conflict between Instruction by Party A and/or Party B; (ii) notwithstanding any other provision hereof, the terms Escrow Agent shall have the right to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify Party A and Party B of its decision; (iii) if Party A and/or Party B informs the Escrow Agent that it wishes to recall, cancel or amend an Instruction, the Escrow Agent is not obliged but will use its reasonable efforts to comply to the extent it is practicable to do so before the release or transfer of the Account Assets. Subject to item (ii) above, any such recall, cancellation or amendment to the Instructions acted upon by the Escrow Agent shall be binding on the party who issues such Instructions; and (iv) all Instructions to the Escrow Agent shall be sent in accordance with Clause 10.1(d). Party A and Party B expressly acknowledge that they are fully aware of and agree to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention; (k) the Escrow Agent may consult lawyers (or other appropriate professional advisers) over any question as to the provisions of this Agreement, those Agreement or its duties and hereby agrees to disclose a summary of the Merger Agreementadvice on which it intends to rely, any schedule produced by such lawyers or exhibit attached professional advisers, to this Agreement, or any other agreement between the partiesParty A and Party B upon request. Without prejudice to Clauses 6.1(f)(i) and 6.1(f)(iii), the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and accordance with such advice (in the exercise absence of its own best judgmentsuch advice containing a material manifest error); (l) this paragraph (l), paragraph (f), paragraph (g) and paragraph (i), above, shall survive notwithstanding any termination of this Agreement or the resignation or replacement of the Escrow Agent; (m) the Escrow Agent shall have no responsibility for the accuracy or appropriateness of the contents of any ruling (including the merits of such ruling) of arbitrators or any third party contemplated in any other document to which Party A and Party B are party as a means to resolve disputes and may rely conclusively and shall be protected without any liability upon the contents; (n) in acting upon any orderthe event of adverse claims or demands being made by a third party in connection with the Account Assets, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by in the event that the Escrow Agent), statementacting in good faith, instrument, report or other paper or document (not only is in doubt as to its due execution and the validity and effectiveness of its provisionswhat action it should take hereunder, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent shall be entitled in its sole discretion to be genuine refuse to comply with any claims, demands or Instructions with respect to the Account Assets and to be signed retain the Account Assets until required to release it in accordance with Clause 5.1(b) or presented until Party A and Party B jointly demonstrate to the Escrow Agent’s satisfaction, acting in good faith, that the adverse claims or demands have been dismissed or withdrawn by the proper person third party or personsthat the circumstances giving rise to the relevant doubt have been resolved or clarified such that the Escrow Agent is no longer in doubt as to what action it should take hereunder. The Escrow Agent shall not be bound or become liable in any way to Party A or Party B for failure or refusal to comply with conflicting claims, demands or Instructions under the circumstances contemplated 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.Clause 6.1(n); (do) The no printed or other matter in any language (including without limitation prospectuses, notices, reports and promotional material) which mentions the Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony name or the Owners pursuant to the terms of this Agreement orrights, if such notice is disputed by the Representative powers, or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent shall be publicly issued by Party A or Party B or on their behalf unless the Escrow Agent shall first have given its express written consent thereto; and (p) (i) the obligations and duties of the Escrow Agent will be performed only by the Escrow Agent and, except to the extent required under any applicable law, are not obligations or duties of (and may not be delegated by the Escrow Agent to) any other Citigroup Company (or branch) or any other person; and (ii) the rights of Party A and Party B with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow AgentAgent extend only to such Escrow Agent and, except to the extent required under any applicable law, do not extend to any other Citigroup Company or any other person. 6.2 The Escrow Agent will treat information relating to Party A and Party B as confidential, but (unless consent is prohibited by law) Party A and Party B consent to the transfer and disclosure by the Escrow Agent of any information relating to Party A and Party B to and between branches, subsidiaries, representative offices, affiliates and agents of the Escrow Agent and third parties selected by any of them, wherever situated, for confidential use (including without limitation in connection with the provision of any service and for data processing, statistical and risk analysis purposes). The Escrow Agent shall not and any branch, subsidiary, representative office, affiliate, agent or third party may transfer and disclose any such information as is required or requested by any court, legal process or banking, regulatory or examining authority (whether governmental or otherwise) including any auditor of a Party and may use (and its performance will be bound subject to the rules of) any communications, clearing or payment systems, intermediary bank or other system. 6.3 Any statement or report provided by the provisions Escrow Agent on a regular basis in respect of the Escrow Accounts or any agreement among transactions or transfers of the parties hereto except this Agreement Account Assets shall be deemed to be correct and final upon receipt thereof by Party A and/or Party B unless Party A and/or Party B notify the Escrow Agent in writing to the contrary within thirty (30) clear days from the date of such statement or report. 6.4 For the purposes of the call-back arrangement, Party A and Party B shall have no duty provide the list of Call-back Contacts as specified in Part 2 of Schedule 2 (Call-back Contacts). Party A and Party B acknowledge and accept the risks associated with any appointment of the same person(s) to inquire into act as their respective Authorised Representative and Call-Back Contact. Party A and Party B further acknowledge and agree that the terms Escrow Agent may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back of such Escrow Agent and conditions that Party A and Party B shall assume all risks and losses (if any) resulting from such confirmations or responses. 6.5 Party A and Party B shall seek to ensure that their respective Call-back Contacts as specified in Part 2 of any agreement made Schedule 2 (Call-back contacts) will be readily available to provide such confirmations or entered into responses as the Escrow Agent is accustomed to require in connection with this Agreement, including, without limitation, any telephone Call-back of the Merger AgreementEscrow Agent.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. It is understood that Notwithstanding anything to the contrary, Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of has no knowledge of, nor any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached obligation to this Agreement, or any other agreement between the partiescomply with, the terms and provisions conditions of any other agreement, Escrow Agent shall not be responsible for determining the Merger Agreement meaning of any capitalized term not entirely defined herein, nor shall control; provided, that, notwithstanding Escrow Agent be required to determine if any Party has complied with any other agreement. Notwithstanding the terms of any other agreement between the partiesagreement, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The . Escrow Agent shall not be liable for may conclusively rely upon any action taken written notice, document, instruction or omitted request delivered by the Parties believed by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be have been signed or presented by the proper person or persons. 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. Any notice, document, instruction or request delivered by a Party but not required under this Agreement may be bound 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 notice of its powers and perform any of its duties hereunder directly or demandthrough affiliates or agents. In the event Escrow Agent shall be uncertain, or any waiverbelieves there is some ambiguity, modification, termination or rescission of this Agreement unless evidenced by a writing delivered as to the Escrow Agent signed by the proper party or parties and, if the its duties or rights of the Escrow Agent are affectedhereunder or receives instructions, unless it shall have given its prior written consent thereto. (d) The claims or demands from any Party hereto which in Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or judgment conflict with the Owners pursuant to the terms provisions of this Agreement orAgreement, 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 notice is disputed ambiguity or conflict or (ii) a court order issued by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, 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 to pay to Harmony final); or the Owners, as applicable, the amount specified (b) file an action in such notice, and the interpleader. Escrow Agent shall have no duty to determine solicit any payments which may be due it or the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this AgreementFund, including, without limitation, the Merger AgreementEscrow 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 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 PROFITS), EVEN IF 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 provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Parent, a Company Representative and any other person or entity, in connection herewith, including the Combination Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity.this Agreement. ​ (b) In the event of any conflict between the terms and provisions of this Agreement, Agreement with those of the Merger Combination Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesParent, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of a Company Representative or any other agreement between person or entity related to the partiesEscrow Agent’s duties hereunder, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Parent or a Company Representative without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 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 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. ​ (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Parent, is to pay to Harmony a Company Representative or any beneficiary or the Owners, as applicable, the amount specified in such notice, and the Escrow Shares. The Escrow Agent shall have no duty to determine the validity, authenticity may execute any of its powers and perform any of its duties hereunder directly or enforceability of any specification through affiliates or certification made in such noticeagents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Parent, a Company Representative or gross negligenceany beneficiary of the Escrow Shares. 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, and may consult claims or demands from hereto which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion satisfaction of such counsel unless such actions have been finally adjudicated by the Escrow Agent, until an Order or judgement of a court of competent jurisdiction agrees to constitute willful misconduct pursue any redress or gross negligence. (f) This Agreement expressly sets forth all the duties of recourse in connection with any dispute without making the Escrow Agent with respect a party to any and all matters pertinent heretothe same. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.​

Escrow Agent. The County, the Owner and the Escrow Agent agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges and immunities of the Escrow Agent: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary party to, and is acting hereunder merely in a ministerial capacitynot bound by or charged with notice of, any other agreement out of which this Agreement may arise. (b) In The Escrow Agent is not responsible or liable in any manner whatsoever for the event of any conflict between the terms and provisions of this Agreementsufficiency, those correctness, genuineness or validity of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions subject matter of this Agreement shall control or any part thereof, or for the actions identity or authority of the Escrow Agentany person executing or depositing it. (c) In the event the Escrow Agent becomes involved in litigation in connection with this Agreement, the County and the Owner agree, to the extent allowed by law, to indemnify and hold the Escrow Agent harmless from all loss, cost and expenses including reasonable attorneys' fees, suffered or incurred by the Escrow Agent as a result thereof, provided that this provision shall not apply with respect to any suit or claim against the Escrow Agent arising out of the Escrow Agent's gross negligence or willful misconduct. (d) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, written notice, demandrequest, waiver, consent, certificate, opinion or advice receipt, authorization, agreement, power of counsel (including counsel chosen by the Escrow Agent)attorney, 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 the truth and acceptability of any information therein contained) instrument which is reasonably believed by patently legitimate and which the Escrow Agent in good faith believes to be genuine and what it purports to be. (e) In the event of any disagreement between any of the Parties, or between any of them and any other person resulting in adverse claims or demands being made in connection with the subject matter of this Agreement, or in the event that the Escrow Agent, in good faith, shall be signed in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or presented by 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, the proper person or persons. The Escrow Agent shall not be bound by or become liable in any notice way or demandto any person for its failure or refusal to act, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to and the Escrow Agent signed by shall be entitled to continue so to refrain from acting until (i) the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it all parties shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed been fully and finally adjudicated by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or (ii) all differences shall have been adjusted and all doubt resolved by agreement among all of the Owners, as applicable, the amount specified in such noticeinterested persons, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made been notified thereof in writing signed by all such notice. (e) persons. The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and under this paragraph are cumulative of all matters pertinent hereto. No implied duties other rights which it may have by law 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementotherwise.

Escrow Agent. (a) The Escrow Agent hereby agrees and covenants with the Parties that it shall perform all of its obligations under this Agreement and shall not deliver custody or possession of any of the Escrow Consideration to anyone, except pursuant to the express terms of this Agreement or as otherwise required by applicable law. The Escrow Agent hereby undertakes to perform only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied, other than the implied duty of good faith and fair dealing. It is understood that 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 (other than this Agreement), instrument or document between the Parties and any other person or entity, in connection herewith, if any, including without limitation the Underlying Agreements, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacitythis Agreement. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger AgreementUnderlying Agreements, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of Parties or any other agreement between the partiesperson or entity, the terms and conditions of this Agreement shall control the actions of the Escrow Agentcontrol. (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 Parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to 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 Escrow Consideration, 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 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. (d) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent’s gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to a Party or certification made in such noticeits beneficiaries. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. (e) 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to a Party or gross negligenceits beneficiaries. 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, and may consult claims or demands which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all the property held in escrow until it shall be given a Joint Direction from the Parties which eliminates such ambiguity or suffered uncertainty to the satisfaction of the Escrow Agent or by it hereunder in good faith a final and in accordance with the opinion non-appealable order or judgement of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligencejurisdiction. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are specifically and expressly set forth hereinherein and no duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation, the Purchase Agreement (the “Underlying Agreement”), nor shall the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely be required to determine if any Person has complied with any such agreement, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreement, even though reference thereto may be made in a ministerial capacity. (b) this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this the Escrow Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Escrow Agreement shall control control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction, request or other instrument furnished to it hereunder, not only as to its due execution, validity and effectiveness, but also as to the actions truth and accuracy of any information contained therein, which the Escrow Agent reasonably believes to be genuine and to have been signed or presented by the proper party or parties, 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. Concurrent with the execution of this Escrow Agreement, the Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Annex I to this Escrow Agreement. 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 Tax Escrow, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent. (c) Agent in accordance with Section 10 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. Escrow Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under the Underlying Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of any party to honor any of the provisions of this Escrow Agreement. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Tax Escrow, including, without limitation, the Escrow Amount 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 not be liable for any action taken taken, suffered or omitted by it except to the extent that a final, non appealable order or judgment (a “Final Order”) of a court of competent jurisdiction referred to in good faith and in the exercise Section 12 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 this Escrow Agreement (including counsel chosen by a “Competent Court”) determines that the Escrow Agent), statement, instrument, report ’s gross negligence or other paper or document (not only as to its due execution and willful misconduct was the validity and effectiveness of its provisions, but also as the truth and acceptability primary cause of any information therein contained) which is reasonably believed by the Escrow Agent loss 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 either of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. (d) Parties. The Escrow Agent’s sole responsibility upon receipt shall be for the safekeeping and disbursement of any notice requiring any payment to Harmony or the Owners pursuant to Tax Escrow in accordance with the terms of this Escrow Agreement. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates, agents or attorneys and may consult with counsel, accountants and other skilled Persons to be selected and retained by it, including without limitation 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, or relating to any dispute involving any party hereto. The Escrow Agent shall incur no liability and shall be fully indemnified from any liability whatsoever for anything done, suffered or omitted by it in accordance with, or in reasonable reliance upon, the advice or opinion of any such counsel, accountants or other skilled Persons. Purchaser shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Tax Escrow, any account in which the Tax Escrow is deposited, this Escrow Agreement or, if such notice is disputed by the Representative or the Committee Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. If, at any time, (i) there shall exist any dispute involving any of the settlement Parties with respect to the holding or disposition of any such disputeportion of the Tax Escrow or any other obligations of Escrow Agent hereunder or shall receive instructions, whether claims or demands from any Party which the Escrow Agent determines, in its sole discretion, conflict with any provision of this Escrow Agreement, (ii) Escrow Agent is unable to determine, to Escrow Agent’s sole satisfaction, the proper disposition of any portion of the Tax Escrow or Escrow Agent’s proper actions with respect to its obligations hereunder, or (iii) the Parties have not within 30 days of the furnishing by virtue of joint resolution, arbitration or determination Escrow Agent of a court notice of competent jurisdictionresignation pursuant to Section 5 hereof, is appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: (1) suspend the performance of any of its obligations (including without limitation any disbursement obligation) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall have been appointed (as the case may be); or (2) petition (by means of an interpleader action or any other appropriate method) any Competent Court, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay to Harmony or into such court, for holding and disposition in accordance with the Owners, as applicableinstructions of such Competent Court, the amount specified in such notice, and the entire Tax Escrow. Escrow Agent shall have no duty liability to determine the validity, authenticity any Party or enforceability of any specification other individual or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent entity with respect to any and all matters pertinent hereto. No implied duties suspension of performance or obligations shall disbursement into a Competent Court, specifically including any liability or claimed liability that may arise, or be read into this Agreement against alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Tax Escrow or any delay in or with respect to any other action required or requested of Escrow Agent. The Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Escrow Agent shall not be bound by the provisions liable for special, incidental, punitive, indirect or consequential loss or damage of any agreement among kind whatsoever (including but not limited to lost profits), even if the parties hereto except this Agreement Escrow Agent has been advised of the likelihood of such loss or damage and shall have no duty 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 inquire into the terms it hereunder by Purchaser and conditions of any agreement made Roseland without further investigation, inquiry or entered into in connection with this Agreement, including, without limitation, the Merger Agreementexamination.

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. It is understood that in this Agreement, and the Escrow Agent is shall not a trustee be subject to, nor obligated to recognize, any provision of any other agreement between, or fiduciary direction or instruction of, any or all of the parties to this Agreement (other than the definitions of capitalized terms that are defined in the Combination Agreement and is acting hereunder merely in a ministerial capacitynot otherwise defined herein). (b) In the event of If any conflict between the terms and provisions of this Agreement, those portion of the Merger AgreementDeposit Shares are at any time attached, garnished or levied upon under any schedule court order or exhibit attached in case the disposition of the Deposit Shares shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such Deposit Shares or any part thereof, then and in all of such events, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties to this Agreement, Agreement or to any other agreement between the partiesperson by reason of such compliance even though such order, the terms and provisions of the Merger Agreement shall control; providedwrit, thatjudgment or decree may be subsequently reversed, notwithstanding the terms of any other agreement between the partiesmodified, the terms and conditions of this Agreement shall control the actions of the Escrow Agentannulled, set aside or vacated. (c) The Escrow Agent shall not be liable for any action act taken or omitted under this Agreement if taken or omitted by it in good faith 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 reasonable care under 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personscircumstances. The Escrow Agent shall not also be bound by fully protected in relying upon any notice or written notice, demand, certificate or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered document that it in good faith believes 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 theretobe genuine (including facsimiles thereof). (d) The Escrow Agent’s sole responsibility upon , and any successor Escrow Agent, may resign at any time as Escrow Agent hereunder by giving at least ten (10) days’ written notice to Concho Resources and the Concho Holdings Stockholders. Upon such resignation and the appointment of a successor Escrow Agent, the resigning Escrow Agent shall be absolved from any and all liability in connection with the exercise of its powers and duties as Escrow Agent hereunder except for liability arising in connection with its gross negligence or willful misconduct. Upon their receipt of notice of resignation from the Escrow Agent, Concho Resources and the Concho Holdings Stockholders shall use reasonable efforts jointly to designate a successor Escrow Agent. In the event Concho Resources and the Concho Holdings Stockholders do not agree upon a successor Escrow Agent within ten (10) days after the receipt of such notice, the Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment shall be binding upon all parties hereto. By mutual agreement, the Concho Holdings Stockholders shall have the right at any time, upon not less than five (5) days’ written notice requiring any payment to Harmony or the Owners pursuant given to the terms Escrow Agent, to terminate their appointment of the Escrow Agent, or successor Escrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent shall continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent. A termination under this paragraph shall in no way discharge clause (f) of this Agreement orSection 6 and Section 7 hereof affecting indemnity and reimbursement of expenses and fees. (e) In the event of any conflicting or inconsistent claims or demands being made in connection with the subject matter of this Agreement, if or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder so long as such notice is disputed by disagreement continues or such doubt exists, and in any such event, the Representative Escrow Agent shall not be or the Committee the settlement with respect become liable in any way or to any such disputeperson for its failure or refusal to act, whether and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all parties have been fully and finally adjudicated by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or (ii) all differences shall have been settled and all doubt resolved by agreement among all of the Owners, as applicable, the amount specified in such noticeinterested persons, and the Escrow Agent shall have no duty been notified thereof in writing signed by all such persons. In addition to determine the validityforegoing rights, authenticity or enforceability of any specification or certification made in such notice. (e) The the event the Escrow Agent shall not be liable for has any doubt as to the course of action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by should take under this Agreement, other than actions which have been finally adjudicated by a the Escrow Agent is hereby authorized to petition any state district court of competent jurisdiction in Dallas, Texas or the United States District Court of the Northern District of Texas for instructions or to constitute willful misconduct interplead the funds or gross negligenceassets so held (including the Deposit Shares and any investments) into such court. The parties agree to the jurisdiction of either of said courts over their persons as well as the Deposit Shares, waive personal service of process, and may consult with counsel agree that service of its own choice and process by certified or registered mail, return receipt requested, to the address set forth for notice in Section 9(a) of this Agreement shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligenceadequate service. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent heretoCONCHO RESOURCES AND THE CONCHO HOLDINGS STOCKHOLDERS HEREBY AGREE, SEVERALLY AND JOINTLY, TO INDEMNIFY ESCROW AGENT FOR, AND TO HOLD ESCROW AGENT HARMLESS AGAINST, ANY LOSS, LIABILITY OR EXPENSE INCURRED WITHOUT GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH ON THE PART OF ESCROW AGENT, ARISING OUT OF OR IN CONNECTION WITH ESCROW AGENT’S ENTERING INTO THIS AGREEMENT AND CARRYING OUT ESCROW AGENT’S DUTIES HEREUNDER, INCLUDING COSTS AND EXPENSES OF SUCCESSFULLY DEFENDING ESCROW AGENT AGAINST ANY CLAIM OF LIABILITY WITH RESPECT THERETO. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger AgreementESCROW AGENT 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.

Escrow Agent. Purchaser and Seller agree that the following provisions shall control with respect to the rights, duties, liabilities, privileges, and immunities of the Escrow Agent: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary party to, and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreementnot bound by, those of the Merger Agreementor charged with notice of, any schedule or exhibit attached to agreement out of which this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own best judgment, and escrow 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsarise. UNDER NO CIRCUMSTANCES WILL THE ESCROW AGENT'S RIGHTS AND OBLIGATIONS BE ALTERED BY THE TERMS OF ANY AGREEMENT TO WHICH THE ESCROW AGENT IS NOT A PARTY. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination amendment or rescission revision of this Agreement unless evidenced the same shall be in writing and signed by all of the parties hereto. (b) The Escrow Agent acts hereunder as a writing delivered to depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof. Further, the Escrow Agent signed by shall not be responsible for determining or verifying (i) the proper accuracy of any notices or instructions delivered hereunder, or the form of execution thereof, or (ii) the identity or authority of any person executing or delivering this Agreement, any property delivered hereunder, or any instructions delivered in connection herewith, including instructions from any officer acting on the behalf of a party that is a corporation or parties andother entity. (c) The Escrow Agent shall be protected in acting upon any written notice, if the duties request, waiver, consent, certificate, receipt, authorization, power of attorney or rights of other paper or document which the Escrow Agent are affected, unless in good faith believes to be genuine and what it shall have given its prior written consent theretopurports to be. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for anything, which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (e) The Escrow Agent may, at its sole discretion, consult with legal counsel in the event of any action taken 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. Purchaser and Seller jointly and severally agree to reimburse Escrow Agent for any reasonable and documented legal fees incurred by it Escrow Agent in good faith and believed by it connection with its serving as Escrow Agent hereunder, except to be authorized the extent that such fees relate to claims of Escrow Agent’s gross negligence or within willful misconduct. (f) In the rights or powers conferred upon it by event of any disagreement between the parties to this Agreement, or between them and any other than actions which person, resulting 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, is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all parties shall have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct and a final and non-appealable order or gross negligencejudgment rendered, or (ii) all differences shall have been settled and all doubt resolved by agreement between the parties, and may consult with counsel of its own choice and the Escrow Agent shall have full been notified thereof in writing signed by Purchaser and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties Seller. The rights of the Escrow Agent with respect to any and under this Section 5(f) are cumulative of all matters pertinent hereto. No implied duties other rights which it may have by law 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementotherwise.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Dealer Manager Agreement (the “Underlying Agreement”), nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Escrow Agreement. In the event of any conflict between the terms and provisions of this Agreement, Escrow Agreement and those of the Merger Agreement, any schedule or exhibit attached to this Agreement, Underlying Agreement or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Escrow Agreement shall control 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 actions proper Party or Parties 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 AgentDeposit 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made through attorneys and shall be liable only for its gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such notice. (e) attorney. 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Escrow Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligencerecourse in connection with any dispute without making the Escrow Agent a party to the same. Anything in this Escrow Agreement to the contrary notwithstanding, and may consult with counsel in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of its own choice and shall have full and complete authorization and indemnification under Section 8any kind whatsoever (including but not limited to lost profits), below, for any action taken or suffered by it hereunder in good faith and in accordance with even if the opinion Escrow Agent has been advised of the likelihood of such counsel unless such actions have been finally adjudicated by a court loss or damage and regardless of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties form of action. Any liability of the Escrow Agent with respect under this Escrow Agreement will be limited to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the amount of fees paid to the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 Purchaser, Sellers’ Representative, and any other person or entity, in connection herewith, if any, including without limitation the Purchase Agreement nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Purchase Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the partiesPurchaser, the terms Sellers’ Representative, and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesperson or entity, solely with respect to Escrow Agent the terms and conditions of this Agreement shall control control. The Escrow Agent may rely upon and shall not be liable, except to the actions extent of Escrow Agent’s fraud, gross negligence, or willful misconduct, 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 Purchaser or Sellers’ Representative without inquiry and without requiring substantiating evidence of any kind except as provided in Section 10 hereof. The Escrow Agent shall not be liable to 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 Escrow AgentShares, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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. Except as expressly provided 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 the Escrow Shares 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdictionjurisdiction determines that the Escrow Agent’s fraud, is gross negligence or willful misconduct resulted in any loss to pay to Harmony any of Purchaser or the Owners, as applicable, the amount specified in such notice, and the Sellers. The Escrow Agent shall have no duty may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and believed by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons except to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by extent that a final adjudication of a court of competent jurisdiction to constitute determines that the Escrow Agent’s fraud, gross negligence or willful misconduct resulted in any loss to either Purchaser or gross negligencethe Sellers. 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, and may consult claims or demands from Purchaser or Sellers’ Representative which, in its opinion, conflict with counsel any of its own choice and the provisions of this Agreement, it shall have full and complete authorization and indemnification under Section 8, below, for be entitled to refrain from taking any action taken and its sole obligation shall be to keep safely all property held in escrow until it shall be given a direction in writing which eliminates such ambiguity or suffered by it hereunder in good faith and in accordance with uncertainty to the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties satisfaction of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementa Final Decision.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that any of the Escrow Agent is not a trustee parties for any act or fiduciary and is acting hereunder merely in a ministerial capacity. omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any conflict between dispute as to the terms and provisions of this Agreement, those disposition of the Merger Agreement, any schedule or exhibit attached to this AgreementDeposit, or any other agreement between monies held in escrow, or of any documents held in escrow, Escrow Agent may, if such Escrow Agent so elects, interplead the partiesmatter by filing an interpleader action in a court of general jurisdiction in the county or circuit where an individual Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the terms and provisions registry of the Merger Agreement court the Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall control; provided, that, notwithstanding the terms of be relieved and released from any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the further liability as Escrow Agent. (c) The Agent hereunder. Escrow Agent shall not be liable for Escrow Agent's compliance with any action taken legal process subpoena, writ, order, judgment and decree of any court, whether issued with or omitted by it in good faith and in the exercise of its own best judgmentwithout jurisdiction, and may rely conclusively and shall be protected in acting upon any orderwhether or not subsequently vacated, notice, demand, certificate, opinion modified set aside 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 the truth and acceptability of any information therein contained) which is reasonably 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 theretoreversed. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for 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, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth provided herein, which shall be deemed purely ministerial in nature, and no other duties shall be implied. It is understood that 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 the Parties, in connection herewith, if any, including without limitation the Asset Purchase Agreement, nor shall the Escrow Agent is not a trustee be required to determine if any person or fiduciary and is acting hereunder merely 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 a ministerial capacity. (b) this Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Asset Purchase Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control only in connection with any matter related to the actions Escrow Agent. 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 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 Escrow Agent. (c) 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 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 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 not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of the Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. (c) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith Section 2.21 and in the exercise of its own best judgmentAleris Increase Joinder Amendment, which shall be deemed purely ministerial in nature, and may rely conclusively and no other duties 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 the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or personsimplied. The Escrow Agent shall not be bound subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing. The Escrow Agent shall not have any duty to take any discretionary action or exercise any discretionary powers. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply, in its capacity as Escrow Agent, with, the terms and conditions of any other agreement, instrument or document between or among any Loan Party and any Lender, in connection herewith or otherwise, including any other Loan Document and including the Aleris 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, except to the extent such provisions are repeated in this Section 2.21 or in the Aleris Increase Joinder Amendment. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any Escrow Drawdown Request furnished to it hereunder and reasonably believed by any notice or demandit to be genuine and to have been signed and presented by the Designated Company. On the Aleris Increase Joinder Effective Date, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered the Designated Company shall deliver to the Escrow Agent signed by authorized signers’ forms in the proper party or parties and, if form of Exhibit A to the duties or rights of the Aleris Increase Joinder Amendment. The Escrow Agent are affectedshall be under no duty to inquire into or investigate the validity, unless it shall have given its prior written consent thereto. (d) The Escrow Agent’s sole responsibility upon receipt accuracy or content of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement orsuch document, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the instruction or request. The Escrow Agent shall have no duty to determine solicit any payments from any Person which may be due to it or in respect of the validityEscrowed Term Loans, authenticity interest, or enforceability of any specification or certification made in such notice. applicable fees (e) The including arranger and commitment fees). In the event that the Escrow Agent shall not be liable for any action taken by it in good faith and believed by it uncertain as to be authorized or within the rights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations rights hereunder or shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by receive instructions, claims or demands from any Person which, in its opinion, conflict with any of the provisions of this Section 2.21 or the Aleris Increase Joinder Amendment, it shall be entitled to refrain from taking any agreement among action and its sole obligation shall be to keep safely the parties hereto except this Agreement Escrowed Amounts held in escrow until it shall be given a joint direction from the Loan Parties and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreement.Aleris Incremental

Escrow Agent. (a) The Escrow Agent undertakes to perform shall have only such those duties as are specifically and expressly set forth hereinin this Agreement on its part to be performed, which shall be deemed purely ministerial in nature, and no other duties or obligations of any kind shall be implied nor read into this Agreement against or on the part of the Escrow Agent. It The Escrow Agent accepts the duties and responsibilities under this Agreement as agent only, and no trust is understood that intended to be, or is or will be, created hereby and the Escrow Agent is not a trustee shall owe no duties hereunder as trustee. 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 fiduciary and is acting hereunder merely document between the Parties, in a ministerial capacity. (b) connection herewith, if any, including without limitation 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 Agreement. In the event of any conflict between the terms and provisions of this Agreement, those of the Merger Underlying Agreement, any schedule or exhibit attached to this Agreement, or any other agreement between among the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any other agreement between the partiesParties, the terms and conditions of this Agreement shall control only in connection with any matter related to the actions Escrow Agent. 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 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 Escrow AgentAssets, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 10 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 the Escrow Assets 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. (cb) The Escrow Agent shall not be liable for any action taken taken, suffered or omitted to be taken by it in good faith 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 the truth and acceptability of any information therein contained) which is reasonably 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 except 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. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination extent that a final adjudication of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and jurisdiction determines that the Escrow Agent shall have no duty to determine Agent's gross negligence or willful misconduct was the validity, authenticity or enforceability primary cause of any specification loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or certification made in such notice. (e) through affiliates or 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 any action taken, suffered or omitted to be taken by it in good faith and believed by it accordance 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 be authorized its duties or within rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, are ambiguous or conflict with any of the rights or powers conferred upon it by provisions of this Agreement, other than actions 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 given a direction in writing by the Parties which have been finally adjudicated eliminates such ambiguity or uncertainty to the satisfaction of Escrow Agent or by a final and non-appealable order or judgment of a court of competent jurisdiction jurisdiction. The Parties agree to constitute willful misconduct pursue any redress or gross negligence, and may consult recourse in connection with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of dispute without making the Escrow Agent with respect a party to any and all matters pertinent hereto. 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 parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Merger Agreementsame.