Common use of Escrow Agent Clause in Contracts

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent 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) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability or 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 consequences 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 exist 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 dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in any venue convenient the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such monies held by Escrow Agent, for instructions or deposit any such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by released from any further liability as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. : Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. and/or Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at The Escrow Agent referred to in the definition thereof contained in Paragraph 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. The Escrow Agent is counsel for Purchaser. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at (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 time, there shall exist any dispute conflict between the Company terms and provisions of this Agreement, those of the Investor with respect Merger Agreement, any schedule or exhibit attached to holding this Agreement, or disposition any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any portion other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty . (30c) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor The Escrow Agent shall not be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader liable for any action taken or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held omitted by it in the Escrow Funds, after deduction good faith and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and 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 hereunderof the Escrow Agent are affected, unless it shall have given its prior written consent thereto. iii. (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 liability duty to determine the Companyvalidity, 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 Investorrights 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 person 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 such suspension of performance and all matters pertinent hereto. No implied duties or disbursement obligations shall be read into court, specifically including any liability or claimed liability that may arise, or this Agreement against the Escrow Agent. The Escrow Agent shall not be alleged to have arisen, out of or as a result bound by the provisions of any delay 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 disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentMerger Agreement.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent agrees to hold, keep and deliver the ▇▇▇▇▇▇▇ Money and all other sums delivered to Escrow Agent in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any timefees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, there it being expressly understood that by acceptance of this Agreement Escrow Agent is acting in the capacity as a depository only and shall exist not be liable or responsible to anyone for any dispute damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being made in connection with or for the Company monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue; and the Investor with respect to holding in so refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser, and Escrow Agent shall have a period not exceeding three (3) business days after receipt by Escrow Agent of any notice or request to perform any act or disburse any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing monies held by Escrow Agent under the terms of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided howeverAgreement. Further, Escrow Agent shall continue have the right at all times to invest pay all sums held by it (x) to the Escrow Funds in accordance with Section 8 appropriate party under the terms hereof; and/or ii. Petition , provided no dispute exists between the parties hereto, or (by means of an interpleader action or any other appropriate methody) into any court of competent jurisdiction in any venue convenient to after a dispute between or among the parties has arisen, whereupon Escrow Agent, for instructions with respect to such dispute or uncertainty, and ’s obligations hereunder shall terminate. Notwithstanding anything to the extent required by lawcontrary contained in this Agreement, pay into such courtincluding, without limitation, the other provisions of this Section 12.18, prior to the expiration of the Inspection Period, the escrow established hereunder shall be a “sole order” escrow for holding and disposition the benefit of Purchaser (meaning that Escrow Agent shall act solely in accordance with the instructions of such courtPurchaser until the expiration of the Inspection Period in respect of the ▇▇▇▇▇▇▇ Money). Without limiting the generality of the foregoing, all funds held by it in the Escrow Fundsevent that on or prior to the expiration of the Inspection Period, after deduction and payment Purchaser delivers notice to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable tostating that Purchaser has elected to terminate this Agreement, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. then Escrow Agent shall have refund to Purchaser the ▇▇▇▇▇▇▇ Money without any requirement that Escrow Agent first notify or obtain any approval or consent of Seller (and Escrow Agent agrees that it shall not be permitted to, and shall not, follow any conflicting instructions given by Seller or any third party with regard thereto). Seller agrees in such instance not to deliver any conflicting instructions to Escrow Agent for any or no liability reason and hereby instructs Escrow Agent to act in respect of the ▇▇▇▇▇▇▇ Money solely in accordance with Purchaser’s instructions on or prior to the Companyexpiration of the Inspection Period. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable attorney’s fees, that Escrow Agent may incur in its compliance of and in good faith with the Investorterms of this Agreement; provided, or any person with respect however, that this indemnity shall not extend to any such suspension acts of performance gross negligence or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out willful malfeasance on the part of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested Agent. The provisions of Escrow Agentthis Section 12.18 shall survive Closing.

Escrow Agent. If at The Escrow Agent referred to in the definition thereof ------------ contained in Paragraph 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit, if any, or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit, if any, and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, time there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including including, without limitation limitation, any disbursement obligations) 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 be appointed (as the case may be); provided provided, however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any timeSeller and Buyer hereby agree to employ LandAmerica Financial Group, there shall exist any dispute between Inc., Attention: Anne Bostick, ▇▇▇▇ ▇▇▇▇▇ C▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇ ▇▇▇nt") to act as escrow agent in connection with this transaction upon the Company following terms and conditions: (a) The parties hereto will (i) deliver (or cause to be delivered) to Escrow Agent all documents required by this Agreement, including, without limitation, the Deeds and the Investor Assignment of Leases (collectively, the "Operative Documents"), (ii) pay Escrow Agent all sums required by this Agreement, including, without limitation, the Purchase Price and closing costs, and (iii) cause to be done all other things necessary or required by this Agreement. (b) Escrow Agent is authorized to pay, from any funds held by it for the respective credit of the parties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Escrow Agent is authorized, in the event any demand is made upon it concerning these instructions or the escrow, at its election, to hold any money and documents deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of the parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Escrow Agent of said documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with respect to holding or disposition any such court action, shall relieve Escrow Agent of all further liability and responsibility. (d) Disbursement of any portion funds shall be made in immediately available funds. Escrow Agent shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Escrow Agent in compliance with any of the requirements hereof, until Escrow Funds Agent is advised by the bank in which such check or draft has been deposited that such check or draft has been honored. Receipt of this Agreement by Escrow Agent and the Common Stock or opening of an escrow by Escrow Agent shall constitute Escrow Agent's agreement to comply with the terms and provisions of this Agreement relating to Escrow Agent. At the Closing, Escrow Agent shall record the appropriate Operative Documents and any other obligations documents to be recorded, in the appropriate recording office, as required, and disburse the Purchase Price to Seller. Escrow Agent shall not cause the sale of the Premises to close unless and until it has received written instructions from Seller and Buyer to effect the Closing. All of the Operative Documents and the other documents required to be executed hereunder shall be dated as of the Closing Date. Buyer hereby agrees to cooperate in the preparation, execution and delivery to Escrow Agent of any required forms to carry out and consummate the transaction contemplated herein. The Earnest Depos▇▇ ▇▇▇ll be deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this contract and does not assume or have any liability for the performance or non-performance of any party to this contract, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, in which event such interest shall be for the benefit of Buyer unless the Earnest Deposi▇ ▇▇ ▇aid to Seller as a result of Buyer's default or termination of this Agreement, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. The Earnest Depos▇▇ ▇▇▇▇l not be deposited with Buyer if both parties make demand for the payment of the Earnest Deposi▇, ▇▇▇▇ow Agent has the right to require from all parties a written release of liability of Escrow Agent hereunderwhich authorizes the disbursement of the Earnest Deposi▇. ▇▇ only one party makes demand for payment of the Earnest Depos▇▇, or if at any time ▇▇▇row Agent shall give notice to the other party of such demand. Escrow Agent is unable authorized and directed to determine, honor such demand unless the other party objects to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not Agent in writing within thirty (30) days after Escrow Agent's notice to that party. Any refund or payment of the furnishing Earnest Deposi▇ ▇▇▇▇r this contract shall be reduced by Escrow Agent the amount of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both any actual expenses incurred on behalf of the following actions: i. Suspend party receiving the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderEarnest Deposi▇. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by both the Company and the Investor in writing that such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent has been resolved, or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion (a) Limitation of the Escrow Funds Agent's Liability; Responsibilities of the Escrow Agent. The Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Securities from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the Common Stock holders of the Securities or any other obligations the Trustee from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or if at any time willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is unable not obligated to determinesupervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific 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 hereof, of any funds or U.S. Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent and its agents 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 without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Agreement 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 provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least two business days after the Company receives the Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, the proper disposition Escrow Agent has not received the written instructions requested from the Company. The Escrow Agent may act pursuant to the advice of any portion of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. The Escrow Agent may act through agents, attorneys, custodians and nominees and is not responsible for the actions of such agents, attorneys, custodians and nominees if chosen by it with due care. The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such funds or property, and the Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a notice writing, satisfactory to the Escrow Agent, or the Escrow Agent 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 loss, liability or expense which the Escrow Agent may incur by reason of resignation pursuant its acting. The Escrow Agent may in addition elect in its sole option to Section 9 hereof, appointed a successor commence an interpleader action or seek other judicial relief or orders as the Escrow Agent may deem necessary. No provision of this Agreement shall require the Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between ------------ the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at 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) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there 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 exist 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 dispute between as to the Company disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may continue to hold the Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of general jurisdiction in the Investor county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such documents with respect to holding or disposition which there is a dispute in the Registry of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundersuch court, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into 8665334v.12 court, specifically including whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any liability loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or claimed liability that may arise, or be alleged to have arisen, in any way arising out of or as a result of any delay in the disbursement of funds held in escrow arrangement, other than expenses resulting from the Escrow Funds Agent’s own gross negligence or any delay in with respect to any other action required or requested of Escrow Agentwillful misconduct.

Escrow Agent. If at Debtor and Lender hereby employ Title Company to act as escrow agent in connection with the transaction described in this Agreement. Title Company shall not cause the transaction to close unless and until it has received written instructions from Lender and Debtor to do so. Debtor and Lender will deliver to Title Company all documents, pay to Title Company all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Title Company, to enable Title Company to comply herewith and to issue the title policies described in Section 8(a). Title Company is authorized to pay, from any timefunds held by it for Lender's or Debtor's respective credit all amounts necessary to procure the delivery of such documents and to pay, there shall exist on behalf of Lender and Debtor, all charges and obligations payable by them, respectively. Debtor will pay all charges payable by it to Title Company. Title Company is authorized, in the event any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds conflicting demand is made upon it concerning these instructions or the Common Stock or any other obligations of Escrow Agent hereunderescrow, or if at any time Escrow Agent is unable to determineits election, to Escrow Agent's sole satisfaction, the proper disposition of hold any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement documents and/or funds deposited hereunder until such dispute or uncertainty an action shall be resolved to the sole satisfaction of Escrow Agent or until brought in a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction to determine the rights of Debtor and Lender or to interplead such documents and/or funds in an action brought in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions . Deposit by Title Company of such court, all funds held by it in the Escrow Fundsdocuments and funds, after deduction deducting therefrom its charges and payment to Escrow Agent of all fees and its expenses (including court costs and attorneys' fees) payable to, fees incurred by, or expected to be incurred by Escrow Agent in connection with performance any such court action, shall relieve Title Company of its duties all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Title Company's agreement to be bound by the exercise terms and conditions of its this Agreement pertaining to Title Company. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by Debtor and Lender. Title Company shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall constitute payment to Title Company in compliance with any of the requirements hereof, until it is advised by the bank in which such check or draft is deposited, that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Property, concerning the amount of such charge or assessment or the amount secured by such lien, without liability or responsibility for the accuracy of such statement. The employment of Title Company as escrow agent shall not affect any rights hereunder. iii. Escrow Agent shall have no liability of subrogation under the terms of any title policy issued pursuant to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentprovisions thereof.

Escrow Agent. If at any time, there shall exist any dispute between ------------- the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent shall not incur any time, there shall exist any dispute between the Company and the Investor liability with respect to holding (i) any action taken or disposition omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities or (ii) any action taken or omitted to be taken in reliance upon any document, including any written notice of instruction provided in this Escrow Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also the truth and accuracy of any portion information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Escrow Agreement. Escrow Agent shall not incur any liability for any loss or fund due to bank or other depository failure, suspension or cessation of business or any action or inaction on the part of the bank or other depository. Escrow Funds Agent is specifically authorized to refuse to act except upon the mutually compatible written instructions of Executive and Company. The Parties covenant and agree that in performing any of its duties under this Escrow Agreement, Escrow Agent shall not be liable for any loss, costs or the Common Stock or any other obligations damage which it may incur as a result of serving as Escrow Agent hereunder, except for any loss, costs or if at damage arising out of its willful default or gross negligence. In the event of a dispute between any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if Parties sufficient in the parties have not within thirty (30) days sole discretion of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunderjustify its doing so, then Escrow Agent mayshall be entitled to tender into the registry or custody of any court of competent jurisdiction all money or property in its hands held under the terms of this Escrow Agreement, together with such legal pleadings as it deems appropriate, and thereupon be discharged. Escrow Agent shall be fully indemnified by the Parties for all its expenses, costs, and attorney’s fees incurred in connection with any interpleader action which Escrow Agent may file, in its sole discretion, take either to resolve any dispute as to this Escrow Agreement, or both which may be filed against the Escrow Agent. Escrow Agent’s estimate of such costs, expenses or attorney’s fees, may be deducted from the following actions: i. Suspend Deposit, and the performance Parties hereby authorize and direct Escrow Agent to sever said estimate from the Deposit and acknowledge and agree that the interpleaded amount shall be the Deposit minus said estimate. The undersigned Parties hereby agree that upon a final judgment of any of its obligations (including without limitation any disbursement obligations) under action with regard to a dispute as to this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Agreement, Escrow Agent shall be appointed (as reimbursed from the case may be); provided howevercorpus of the amount interpleaded for any costs, expenses or attorney’s fees in excess of the said severed and retained estimate, and will remit to the parties to the action any excess amount remaining after payment of all Escrow Agent shall continue to invest the Escrow Funds Agent’s costs, expenses and attorney’s fees, in accordance with Section 8 hereof; and/or iiany directive contained within the final judgment. Petition (by means The Company and the Executive hereby consent to the Superior Court of an ▇▇▇▇ County, Georgia, as the venue for said interpleader action action, or any other appropriate method) any court of competent jurisdiction in any venue convenient civil action with regard to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderthis Agreement. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at 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) to any timeof the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, there 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 other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist 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 dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds Initial Deposit or the Common Stock Additional Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, released from any further liability with respect to the Initial Deposit or expected to be incurred by the Additional Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: i. : Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be appointed (as the case may be); provided however, that the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition and/or petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Fundsescrow , after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of the Escrow AgentAgent .

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. (i) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or (ii. ) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. (iii. ) Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at (a) On the Closing Date, Ihe Purchaser shall pay to the Escrow Agent an amount of money equal to the amount of the Converted Fees (the "Escrowed Funds"), to be held by it in escrow pursuant to this Section 7 and other applicable provisions of this Agreement. The Escrowed Funds shall be used by the Escrow Agent to (i) pay to the applicable Sellers any time, there shall exist any dispute between the Company amounts in respect of Converted Fees not to be converted into Units as provided in Section 6(c) and the Investor (ii) with respect to holding or disposition of any portion the balance of the Escrowed Funds, if any, following the completion of the Placement and the conversion of Converted Fees to Units, pay such balance to or at the direction of the Purchaser. (b) Prior to disbursement in accordance with this Agreement, the Escrowed Funds shall be maintained by the Escrow Agent in its State Bar of Texas "IOLTA" client trust fund with W▇▇▇▇ Fargo Bank Texas, N.A. (the "Trust Account"). The parties understand that interest earned on amounts in the Trust Account is forfeited to the State Bar of Texas and accordingly, the Escrowed Funds or will not bear interest. (c) Unless otherwise directed by a court of competent jurisdiction, the Common Stock or any other Escrow Agent shall retain the Escrowed Funds and apply them only in conformity with (a) above. (d) The duties and obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as determined solely by the case may be); provided however, express provisions of this Agreement and the Escrow Agent shall continue to invest not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. (e) The Escrow Agent is not a party to, and is not bound by or charged with notice of, any agreemenl out of which the escrow accepted by it hereunder may arise, including without limitation this Agreement and the Assignment; provided that by its execution hereof, the Escrow Funds in accordance with Section 8 Agent agrees and accedes to the terms of this Agreement expressly applicable to it. (f) The Escrow Agent shall not be responsible for any failure or inability of the other parties hereof; and/or ii. Petition (by means of an interpleader action , or any other appropriate methodof them, to perform or comply with the provisions of agreement to which they may be party, including without limitation this Agreement or the Assignment. (g) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any court document, instrument, certificate or signature reasonably believed by it in good faith to be gcnuine and signed by any party hereto, and shall not be required to investigate the truth or accuracy of competent jurisdiction any statement contained in any venue convenient such document or instrument. The Escrow Agent may assume that any person purporting to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition give any notice in accordance with the instructions provisions hereof has been duly authorized to do so. In determining whether a court has competency, the Escrow Agent shall be entitled to rely on its own counsel. (h) The Escrow Agent shall not be liable for any error of such courtjudgment, all funds held or any action taken, suffered or omitted to be taken hereunder except in the case of its negligence or willful misconduct, nor shall it be liable for the default or misconduct of any employee, agent or attorney appointed by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection who shall have been selected with performance of its duties and the exercise of its rights hereunderreasonable care. iii. (i) The Escrow Agent shall have no liability responsibility as to the CompanyEscrowed Funds nor any duty as to the collection or protection of the Escrowed Funds or income thereon or the preservation of any rights pertaining thereto, beyond the safe custody of the amount of the Escrowed Funds deposited into the Trust Account. (j) The fees and expenses of the Escrow Agent, if any, shall be borne exclusively by the Purchaser. (k) Subject to any rights it might have of collection, contribution or otherwise against the Sellers in respect thereof, the InvestorPurchaser will reimburse and indemnify the Escrow Agent and its partners, or employees and agents for, and hold them harmless against, any person with respect to any such suspension of performance or disbursement into courtloss, specifically including any liability or claimed liability that may ariseexpense, including without limitation reasonable attorney's fees, incurred without negligence or be alleged to have arisenwillful misconduct on the part of the Escrow Agent or its partners, employees and agents arising out of or as a result in connection with the acceptance of, or the performance of any delay in the disbursement of funds held in the Escrow Funds Agent's duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending themselves against any claim or liability arising out of or relating to this Agreement. (l) The Sellers acknowledge that the Escrow Agent serves as legal counsel to the Purchaser and has served in such capacity in connection with the negotiation, execution and delivery of this Agreement and the Assignment and that the Sellers (i) have expressly agreed to the Escrow Agent performing such functions hereunder and (ii) subject to the Escrow Agent performing its obligations in conformity with this Agreement, expressly waive any delay in with respect to any other action required claim of conflict of interest or requested disqualification of the Escrow AgentAgenl on the basis of its representation of the Purchaser.

Escrow Agent. If at The Escrow Agent referred to in the definition ------------ thereof contained in Paragraph 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit, if any, or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit, if any, and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest deposit the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at a. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any timeimplied duties or obligations under or related to this Agreement. b. Escrow Agent may: (a) act in reliance upon any writing or instrument or signature which it, there shall exist any dispute between in good faith, believes to be genuine; (b) assume the Company validity and the Investor with respect to holding or disposition accuracy of any portion statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Funds Agent’s duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement. c. The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys’ fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the Common Stock or any other obligations result of Escrow Agent hereunderAgent’s negligence or willful malfeasance. d. If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or if at about their respective rights and obligations, or about the propriety of any time Escrow Agent is unable to determine, to action contemplated by Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, but shall not be required to, file an action in its sole discretioninterpleader to resolve the disagreement; upon filing such action, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, released from all obligations under this Agreement. Escrow Agent shall continue to invest the be indemnified for all costs and reasonable attorneys’ fees, including those for appellate matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Funds Agent may represent itself in accordance with Section 8 hereof; and/or ii. Petition (by means of an any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall award such attorneys’ fees, including those for appellate matters and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or any other appropriate methodpart of its activities under this Agreement until a final judgment in the interpleader action is received. e. Escrow Agent may resign upon five (5) any calendar days’ written notice to ▇▇▇▇▇▇ and ▇▇▇▇▇. If a successor escrow agent is not appointed jointly by ▇▇▇▇▇▇ and ▇▇▇▇▇ within the five (5) calendar-day period, ▇▇▇▇▇▇ Agent may petition a court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions name a successor. f. ▇▇▇▇▇▇ and ▇▇▇▇▇ acknowledge and agree that ▇▇▇▇▇▇ Agent is the law firm representing Buyer with respect regard to such dispute or uncertaintythis Agreement and the transaction which is the subject hereof, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to hereby waive any claim against Escrow Agent based upon a conflict of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or interest as a result of Escrow Agent serving in such dual capacities, excluding only actions by Escrow Agent constituting knowing and intentional misconduct. Seller further agrees that ▇▇▇▇▇▇ Agent shall be permitted to represent Buyer in all aspects of this Agreement and the subject transaction, including, without limitation, any delay in the disbursement of funds held in the Escrow Funds or any delay in dispute with respect to any other action required or requested the Deposit. g. The provisions of Escrow Agentthis Section shall survive the Closing and also the cancellation of this Agreement.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If (a) The Escrow Agent shall be obligated only to perform the duties specifically set forth in 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. The parties agree that the Escrow Agent shall not 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 any 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) Except for advancing margin or other credit to the Company in violation of Section 6 above, Escrow Agent shall have no responsibility or liability to Trustee for making trades of Financial Assets held in the Escrow Account at the instruction of the Company, 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. 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 Trustee. Escrow Agent shall have no duty to investigate or make any time, there shall exist determination as to whether the conditions for the issuance of a Notice of Exclusive Control contained in any dispute agreement between the Company and the Investor Trustee have occurred. Neither this Agreement nor any Collateral Agreements imposes or creates any obligation or duty of Escrow Agent 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 be uncertain as to its duties or rights hereunder or shall receive instructions from any of the undersigned with respect to holding or disposition of the Escrow Account, which, in its opinion, are in conflict with any portion of the Escrow Funds provisions of this Agreement, it shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by a joint written instruction of the Company and the Trustee or the Common Stock or any other obligations by order of a court of competent jurisdiction. The Escrow Agent hereundershall be protected in acting upon any notice, request, waiver, consent, receipt or if at any time other document reasonably believed by the Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, be signed by the proper disposition of any portion of the Escrow Funds party or Escrow Agent's proper actions parties and shall not be liable with respect to any action taken or omitted to be taken by it in accordance with any instruction received by it hereunder. Concurrent with the execution of this Agreement, the Company shall deliver to the Escrow Agent an authorized signers form in the form of Exhibit A to this Agreement. (e) The Escrow Agent shall not be liable for any act or omission while acting in good 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 Escrow 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 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 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 sufficiency of any instrument held as in the Escrow Account. (f) The Escrow Agent may consult legal counsel or other professionals of choice in the event of any dispute or question as to the construction of this Agreement, or the Escrow Agent’s duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of counsel 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 sole 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 losses, liabilities, costs damages and expenses shall have been finally adjudicated to have resulted from the willful misconduct or gross negligence of 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 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 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 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 Escrow 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 parties have 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 furnishing by 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 this 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 notice of resignation pursuant whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to Section 9 hereofwhich the Escrow Agent is a party, appointed a shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to act hereunderthe rights, then powers, duties, immunities and privileges as its predecessor, without the execution or filing of any 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 by any court order affecting the property deposited under this Agreement, the Escrow Agent mayis hereby expressly authorized, in its sole discretion, take either to obey and comply with all writs, orders or both decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute parties or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required person, firm or requested corporation, by reason of Escrow Agentsuch compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion (a) Limitation of the Escrow Funds Agent's Liability; Responsibilities of the Escrow Agent. The Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Securities from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the Common Stock holders of the Securities or any other obligations the Trustee from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or if at any time willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is unable not obligated to determinesupervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific 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 hereof, of any funds or U.S. Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least four Business Days after the Company receives the Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, the proper disposition Escrow Agent has not received the written instructions requested from the Company. The Escrow Agent may act pursuant to the written advice of any portion of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations hereunderany matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or if taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. No provision of this Agreement shall require the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor Investors with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Escrow Shares or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow the Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Shares, or the Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. (a) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow the Agent or until a successor Escrow Agent escrow agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. (b) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, and all Escrow Shares, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the InvestorInvestors, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or of the shares held in the Escrow Shares, or any delay in with respect to any other action required or requested of Escrow the Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties hereto have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investors hereunder in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent both parties or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between 6.1. To induce the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then it is further agreed by each of Parent and Issuer, the Representative and the Trustee that: (a) the Escrow Agent shall not be under any duty to give the Escrow Amount held by it hereunder any greater degree of care than it gives to amounts held in trust for its general banking customers; (b) this Agreement expressly sets forth all the duties of the Escrow Agent. The Escrow Agent 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 Parent and Issuer (including the provisions of Clause 12 below) except this Agreement (other than the provisions of Clause 12 below which shall not apply to the Escrow Agent) and any Instruction and no implied duties or obligations of the Escrow Agent shall be read into this Agreement or any Instruction as a result of any such other agreement, 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; (d) neither the Escrow Agent nor any of its respective officers, employees or agents shall be required to make any distribution (other than of the Escrow Amount) to the extent that the Escrow Amount is insufficient and shall incur no liability whatsoever from any non-distribution in such circumstances; (e) Each of Parent and Issuer, the Representative and the Trustee 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; (1) the Escrow Agent shall not be liable to any person or entity including but not limited to any shareholder of Parent 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 any of its obligations under this Agreement save as are caused by its own gross negligence or willful default; (i) 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 organization to which the Escrow Agent is subject; (ii) without prejudice to the obligation of the Escrow Agent to transfer all or part of the Escrow Amount in accordance with this Agreement, in the absence of fraud, gross negligence or willful default, the liability of the Escrow Agent hereunder shall be limited to the Escrow Amount; and (iii) 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) Parent and Issuer shall jointly and severally 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 the Escrow Agent’s performance of its obligations under this Agreement, including as a result of the Escrow Agent’s appointment under this Agreement, save as are caused by its own fraud, gross negligence or willful default. (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 provided 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 Authorized 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 Authorized 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. The Escrow Agent may 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 authorized to do so. (j) Parent and the Issuer acknowledge that the Escrow Agent is authorized to rely conclusively upon any Instructions received by any means agreed hereunder or otherwise agreed by all parties hereto. In furtherance of the foregoing: (i) without prejudice to Clause 6.1(m), the Escrow Agent may rely and act upon an Instruction if it reasonably believes it contains sufficient information and has emanated from the Authorized Representative in which case, if it acts in good faith on such Instructions, such Instructions shall be binding on each Party (as the case may be) and the Escrow Agent shall not be liable for doing so. The Escrow Agent is not responsible for errors or omissions made by Parent or Issuer resulting from fraud or the duplication of any Instruction by Parent or Issuer; (ii) notwithstanding any other provision hereof, the Escrow Agent shall have the right to refuse to act on any Instruction where it reasonably doubts its contents, authorization, origination or compliance with this Agreement and will promptly notify each of Parent and Issuer, the Representative and the Trustee of its decision; (iii) if Parent and/or Issuer 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 Escrow Amount. 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 11. Parent and Issuer 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, except for any such risks resulting from the Escrow Agent’s fraud, gross negligence or willful default; (k) the Escrow Agent may consult lawyers or other appropriate professional advisers over any question as to the provisions of this Agreement or its duties. The Escrow Agent shall have no liability for any action subsequently taken by it in accordance with the advice of its lawyers or other professional advisers with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted in accordance with such advice; (l) this paragraph (1), paragraph (f), paragraph (g), paragraph (i) and paragraph (j), 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 each of Parent and Issuer, the Representative or the Trustee are party as a means to resolve disputes and may rely without any liability upon the contents; (n) The Escrow Agent shall be entitled to refuse to act and to retain the Escrow Amount until required to release it in accordance with Clause 5.1 or until the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses, liabilities, claims, debts, actions, damages, fees and expenses which it may incur by reason of so acting. The Escrow Agent may, in addition, elect, in its sole discretion, take either to commence an interpleader action or both of seek other judicial relief or orders as it may deem necessary. The reasonable costs and reasonable out-of-pocket expenses (including reasonable lawyers’ fees and expenses) incurred in connection with such proceeding shall be paid by the following actions:Parent and Issuer; i. Suspend the performance of (o) no printed or other matter in any of its obligations language (including without limitation any disbursement obligationsprospectuses, offering memoranda, notices, reports and promotional material) under this which mentions the Escrow Agreement until such dispute Agent’s name or uncertainty shall be resolved to the sole satisfaction rights, powers, or duties of Escrow Agent or until a successor the Escrow Agent shall be appointed (as publicly issued by Parent, Issuer or on their behalf other than in an offering memoranda relating to the case may be); provided however, Notes unless the Escrow Agent shall continue first have given its express written consent thereto; and (p) except to invest the extent provided otherwise under any applicable law, in the absence of assignment of the Escrow Funds in accordance with Section 8 hereof; and/orAgent’s obligations hereunder to any of its affiliates: ii. Petition (by means i) the obligations and duties of an interpleader action the Escrow Agent are binding only on the Escrow Agent and are not obligations or duties of any other appropriate method) any court affiliate of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions ; and (ii) the rights of Parent and Issuer with respect to the Escrow Agent extend only to such dispute or uncertaintyEscrow Agent and, and except to the extent required under any applicable law, do not extend to any affiliate of the Escrow Agent. 6.2. The Escrow Agent will treat information relating to each Party as confidential, but (unless consent is prohibited by law, pay into such court, for holding ) Parent and disposition in accordance with Issuer consent to the instructions of such court, all funds held transfer and disclosure by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees any information relating to each Party to and expenses 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 in connection with the provision of any service contemplated hereunder. The Escrow Agent and any branch, subsidiary, representative office, affiliate, agent or third party may transfer and disclose any such information to a third party only as is required by any court, legal process or banking, regulatory or examining authority (whether governmental or otherwise) including court costs and attorneys' fees) payable to, incurred by, any auditor of a Party. 6.3. Any statement or expected report provided by the Escrow Agent on a regular basis in respect of the Escrow Accounts or any transactions or transfers of the Escrow Amount shall be deemed to be incurred correct and final upon receipt thereof by each Party unless such Party notifies the Escrow Agent in connection with performance writing to the contrary within thirty (30) calendar days from the date of its duties and the exercise of its rights hereundersuch statement or report. iii6.4. Escrow Agent shall have no liability to For the purposes of the contacts between the Parties via telephone, each of Parent, Issuer, the Company, Representative, and the Investor, or Trustee shall provide the list of Call-back Contacts as specified in Part 2 of Schedule 2 (the “Call-back Contacts”). Each Party referenced in this paragraph acknowledges and accepts the risks associated with any person with respect appointment of the same person(s) to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability act as their respective Authorized Representative and Call-back Contact. Parent and Issuer further acknowledge and agree that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds Agent may rely upon the confirmations or any delay responses of anyone purporting to be the Call-back Contact in with respect to any other action required answering the telephone call-back of such Escrow Agent and that such Party shall assume all risks and losses (if any) resulting from such confirmations or requested of Escrow Agentresponses.

Escrow Agent. If at any time, there shall exist any dispute between the Company (a) Except as expressly contemplated by this Agreement or by joint written instructions from Purchaser and the Investor with respect to holding Company, the Escrow Agent shall not sell, transfer or disposition of otherwise dispose of, in any manner, all or any portion of the Escrow Funds Funds, except pursuant to an order of a court of competent jurisdiction. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. (d) The Escrow Agent shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, hereunder except in the case of its gross negligence, bad faith or willful misconduct. (e) Except as provided herein, the Escrow Agent shall have no duty as to the collection or protection of the Escrow Funds, or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. (f) As compensation for its services to be rendered under this Agreement, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Agreement and shall be reimbursed upon request for all expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties under this Agreement. All such fees and expenses shall be paid by Purchaser. (g) Purchaser and the Company, jointly and severally, shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees to the extent incurred without fraud, gross negligence, bad faith or willful misconduct on the part of the Escrow Agent and arising out of, or in connection with the acceptance of, or the Common Stock or any other performance of, its duties and obligations of under this Agreement. Promptly after the receipt by the Escrow Agent hereunderof notice of the commencement of any claim against the Escrow Agent with respect to which the Escrow Agent demands indemnification under this Agreement, the Escrow Agent shall promptly notify Purchaser and the Company of the commencement of such claim. In no event shall Purchaser or the Company be liable under this indemnity for any claim against the Escrow Agent unless Purchaser and the Company shall have been promptly notified by the Escrow Agent of the commencement of any such claim. Purchaser and the Company shall be entitled to participate at their own expense in the defense and, if Purchaser and the Company so elect at any time after receipt of such notice, Purchaser and the Company may assume the defense of any suit brought to enforce any such claim. The Escrow Agent is unable to determineshall have the right, but shall be under no obligation, to employ separate counsel in any such suit and participate in the defense thereof. (h) The Escrow Agent's sole satisfaction, the proper disposition of Agent may at any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within time resign by giving thirty (30) business days’ prior written notice of resignation to Purchaser and the Company. Purchaser and the Company may at any time jointly remove the Escrow Agent by giving ten (10) business days prior written notice signed by each of them to the Escrow Agent; provided, that the Escrow Agent’s resignation shall not be effective unless and until a successor escrow agent has been appointed and the Escrow Agent delivers the Escrow Funds to such successor. If the Escrow Agent shall resign or be removed, a successor escrow agent, which shall be a bank or trust company having capital and surplus of at least $10 billion, shall be appointed by Purchaser and Company by a written instrument executed by Purchaser and the Company and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the furnishing by predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of Purchaser and the Company, execute and deliver to such successor escrow agent all of its right, title and interest hereunder in and to the Escrow Account and all of its other rights hereunder. If no successor escrow agent shall have been appointed within twenty (20) business days of a notice of resignation pursuant by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to Section 9 hereof, appointed hold the Escrow Account until the earlier of its receipt of designation of a successor Escrow Agent to act hereunderescrow agent, then Escrow Agent may, in its sole discretion, take either or both joint written instructions by Purchaser and the Company and termination of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderterms. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at (a) In performing any timeof its duties hereunder, there Escrow Agent shall exist not incur any dispute between the Company liability to anyone for damages, losses or expenses, except for willful default or breach of trust, and the Investor it shall accordingly not incur any such liability with respect to holding (a) any action taken or disposition omitted in good faith upon advice of its legal counsel given with respect to any portion of questions relating to the Escrow Funds or the Common Stock or any other obligations duties and responsibilities of Escrow Agent hereunderunder this Agreement, or if at (b) any time action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions but also as to the trust and accuracy of any information contained therein, which Escrow Agent is unable shall in good faith believe to determinebe genuine, to have been signed or presented by a proper person or persons, and to conform with the provisions of this Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, in the event of a dispute between Buyer and Seller sufficient in the sole discretion of Escrow Agent's sole satisfaction, Agent to justify its doing so or in the proper disposition of any portion of event that the Escrow Funds Agent has not disbursed the Deposit on or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within before thirty (30) days of following the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 closing date as provided in Paragraph 4 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as entitled to tender into the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means registry or custody of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agentthe Deposit, for instructions together with respect to such dispute or uncertaintylegal pleadings as it may deem appropriate, and to the extent required by law, pay into thereupon be discharged from all further duties and liabilities under this Agreement. Any such court, for holding and disposition legal action may be brought in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to court as Escrow Agent shall determine to have jurisdiction thereof. (c) Buyer and Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of all fees investigation and expenses (including court costs and attorneys' legal counsel fees) payable to, incurred by, which may be imposed upon Escrow Agent or expected to be incurred by Escrow Agent in connection with the performance of its duties and hereunder, including, without limitation, any litigation arising from this Agreement or involving the exercise of its rights hereundersubject matter thereof. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by both the Company and the Investor in writing that such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent has been resolved, or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any timeSeller and Buyer hereby agree to employ LandAmerica Financial Group, there shall exist any dispute between Inc., Attention: Anne Bostick, ▇▇▇▇ ▇▇▇▇▇ Cen▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇ ▇▇▇▇▇") to act as escrow agent in connection with this transaction upon the Company following terms and conditions: (a) The parties hereto will (i) deliver (or cause to be delivered) to Escrow Agent all documents required by this Agreement, including, without limitation, the Deeds and the Investor Assignment of Leases (collectively, the "Operative Documents"), (ii) `pay Escrow Agent all sums required by this Agreement, including, without limitation, the Purchase Price and closing costs, and (iii) cause to be done all other things necessary or required by this Agreement. (b) Escrow Agent is authorized to pay, from any funds held by it for the respective credit of the parties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Escrow Agent is authorized, in the event any demand is made upon it concerning these instructions or the escrow, at its election, to hold any money and documents deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of the parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Escrow Agent of said documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with respect to holding or disposition any such court action, shall relieve Escrow Agent of all further liability and responsibility. (d) Disbursement of any portion funds shall be made in immediately available funds. Escrow Agent shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Escrow Agent in compliance with any of the requirements hereof, until Escrow Funds Agent is advised by the bank in which such check or draft has been deposited that such check or draft has been honored. Receipt of this Agreement by Escrow Agent and the Common Stock or opening of an escrow by Escrow Agent shall constitute Escrow Agent's agreement to comply with the terms and provisions of this Agreement relating to Escrow Agent. At the Closing, Escrow Agent shall record the appropriate Operative Documents and any other obligations documents to be recorded, in the appropriate recording office, as required, and disburse the Purchase Price to Seller. Escrow Agent shall not cause the sale of the Premises to close unless and until it has received written instructions from Seller and Buyer to effect the Closing. All of the Operative Documents and the other documents required to be executed hereunder shall be dated as of the Closing Date. Buyer hereby agrees to cooperate in the preparation, execution and delivery to Escrow Agent of any required forms to carry out and consummate the transaction contemplated herein. The Earnest Deposi▇ ▇▇▇▇▇ be deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this contract and does not assume or have any liability for the performance or non-performance of any party to this contract, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, in which event such interest shall be for the benefit of Buyer unless the Earnest Deposit ▇▇ ▇▇▇d to Seller as a result of Buyer's default or termination of this Agreement, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. The Earnest Deposit ▇▇▇▇▇ not be deposited with Buyer if both parties make demand for the payment of the Earnest Deposit; ▇▇▇▇▇w Agent has the right to require from all parties a written release of liability of Escrow Agent hereunderwhich authorizes the disbursement of the Earnest Deposit. ▇▇ ▇▇ly one party makes demand for payment of the Earnest Deposit, or if at any time ▇▇▇▇▇w Agent shall give notice to the other party of such demand. Escrow Agent is unable authorized and directed to determine, honor such demand unless the other party objects to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not Agent in writing within thirty (30) days after Escrow Agent's notice to that party. Any refund or payment of the furnishing Earnest Deposi▇ ▇▇▇▇r this contract shall be reduced by Escrow Agent the amount of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both any actual expenses incurred on behalf of the following actions: i. Suspend party receiving the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderEarnest Deposit. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses as outlined in Section 12.4 (a) (i) and (ii) of the Equity Line of Credit Agreement dated the date hereof (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, time there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at The Escrow Agent referred to in the definition thereof contained in Paragraph 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit, if any, or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit, if any, and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. In order to induce the Escrow Agent to hold and disburse the Escrow Shares as required by this Agreement, Purchaser and Seller hereby agree that: (a) The functions and duties of the Escrow Agent with respect to disbursements hereunder are those of an independent contractor and include only those set forth in this Agreement. The Escrow Agent is not entitled to act in any manner whatsoever except in accordance with the terms and conditions of this Agreement or pursuant to written instructions or demands given in accordance with such terms and conditions. (b) The Escrow Agent shall not be liable for any loss or damage resulting from any of the following: (i) Any default, error, action or omission of any other party. (ii) The expiration of any time limit or other delay, unless such time limit was known to the Escrow Agent and the resulting loss was solely caused by failure of the Escrow Agent to proceed in accordance herewith. (iii) Lack of authenticity, sufficiency and effectiveness of any documents delivered to it and lack of genuineness of any signature or authority of any person to sign any such document. (iv) Any increase or decrease in the value of the Escrow Shares. (v) Compliance by the Escrow Agent with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. (vi) The Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial, administrative or other proceeding either in its own interest or in the interest of any other party or parties, provided the Escrow Agent shall have furnished timely written notice of such proceeding to the other parties hereto. (c) The Escrow Agent shall not be liable, absent gross negligence, for its failure to inquire into the authenticity of any written instructions or other documents delivered to it as required by this Agreement or its failure to inquire as to the genuineness of any signature or authority of any person to issue such instructions or execute such other documents. (d) If at there is any dispute regarding the disbursement of the Escrow Share Certificates, the Escrow Agent shall continue to hold all of the Escrow Share Certificates and Stock Powers in its possession until directed to disburse the same in accordance with (i) the joint instructions of Purchaser and Seller or (ii) a final, unappealable judgment of a court of competent jurisdiction. In lieu of the foregoing, the Escrow Agent may tender the Escrow Shares to a court of competent jurisdiction and commence an action of interpleader between the parties in dispute. Purchaser and Seller agree, jointly and severally, to indemnify the Escrow Agent against all court costs and reasonable attorney’s fees in connection with any litigation regarding this Escrow Agreement other than any such litigation arising from the negligence of or breach of this Agreement by the Escrow Agent. The Escrow Agent has acted as legal counsel for the Purchaser, and may continue to act as legal counsel for the Purchaser from time to time, there shall exist any dispute between notwithstanding its duties as the Escrow Agent hereunder. The Company and the Investor with respect Seller consent to holding or disposition the Escrow Agent acting in such capacity as legal counsel for the Purchaser and waive any claim that such representation represents a conflict of any portion interest on the part of the Escrow Funds or Agent. The Company and the Common Stock or any other obligations of Seller understand that the Purchaser and the Escrow Agent hereunder, or if at any time are relying explicitly on the foregoing provision in entering into this Escrow Agreement. (e) The Escrow Agent is unable to determinemay resign for any reason, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have upon not within less than thirty (30) days of the furnishing by Escrow Agent of a prior written notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction parties to this Agreement, which notice shall specify the date and time as of Escrow Agent or until a successor which such resignation shall become effective. Upon the effectiveness of such resignation, the Escrow Agent shall be deliver all property in its possession under this Agreement to any successor escrow agent appointed (in writing by ▇▇▇▇▇▇▇▇▇ and Seller as the case may be); provided howeverdirected in written directions signed by ▇▇▇▇▇▇▇▇▇ and Seller, Escrow Agent shall continue or if no successor escrow agent has been appointed, to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow AgentLos Angeles County, for instructions with respect to California. Upon either such dispute or uncertaintydelivery, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no be released from any and all further liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentunder this Agreement.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between To induce the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then it is ------------ further agreed by the undersigned that: (a) Except as expressly contemplated by this Agreement or pursuant to an order of a court of competent jurisdiction, the Escrow Agent mayshall not sell, transfer or otherwise dispose of in its sole discretion, take either any manner all or both any portion of the following actions:Escrow Fund. i. Suspend (b) The duties and obligations of the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as determined solely by this Agreement, and the case may be); provided however, Escrow Agent shall continue to invest not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. The Escrow Agent shall not be bound by the provisions of any other agreement among the other parties hereto. (c) In the performance of its duties hereunder, the Escrow Funds Agent shall be entitled to rely upon any document, instrument or signature believed by it in accordance with Section 8 hereof; and/or ii. Petition (good faith to be genuine and signed by means any party hereto or an authorized officer or agent thereof, and shall not be required to investigate the truth or accuracy of an interpleader action or any other appropriate method) any court of competent jurisdiction statement contained in any venue convenient such document or instrument. The Escrow Agent may assume that any person purporting to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition give any notice in accordance with the instructions provisions this Agreement has been duly authorized to do so. (d) The Escrow Agent shall not be liable for any error of such courtjudgment, all funds held by it or any action taken, suffered or omitted to be taken, hereunder except in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance case of its duties and the exercise of its rights hereundergross negligence, bad faith or willful misconduct. iii. (e) The Escrow Agent shall have no liability duty as to the Companycollection or protection of the Escrow Fund or income thereon, or as the preservation of any rights pertaining thereto, beyond the safe custody of any such funds actually in its possession. (f) As compensation for its services to be rendered under this Agreement, for each year or any portion thereof, the InvestorEscrow Agent shall receive a fee in the amount and payable at the times specified in Annex B to this Agreement and shall be reimbursed upon request for all reasonable expenses, disbursements and advances, including reasonable fees, expenses and disbursements of outside counsel, if any, incurred or made by it in connection with the performance of its duties under this Agreement. The Warranty Provider and the Adviser shall each pay one-half of the fee specified in Annex B and all other fees and expenses referred to in the two preceding sentences. (g) The Escrow Agent shall provide to the Warranty Provider and the Adviser monthly statements identifying transactions, transfers or holdings of the Escrow Fund and each such statement shall be deemed to be correct and final upon receipt thereof by the Warranty Provider and the Adviser unless the Escrow Agent is notified in writing by the Warranty Provider and/or the Adviser to the contrary within thirty (30) Business Days of the date of such statement. (h) Each of the Warranty Provider and the Adviser shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys' fees, incurred without gross negligence, bad faith or willful misconduct on the part of the Escrow Agent, arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. (i) In the event that a dispute arises between the Warranty Provider and the Adviser with respect to the disposition or disbursement of the Escrow Fund, or any person portion thereof, which dispute each of the Warranty Provider and the Adviser notifies the Escrow Agent cannot be resolved, the Escrow Agent shall be permitted to interplead the Escrow Fund, or any portion thereof, into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded Escrow Fund or portion thereof. The Warranty Provider and the Adviser agree to pursue any redress or recourse in connection with such suspension a dispute without making the Escrow Agent a party to the same other than in the case of performance the Escrow Agent's gross negligence, bad faith or disbursement into court, specifically including willful misconduct. (j) The Escrow Agent may at any liability or claimed liability that time resign by giving thirty (30) Business Days prior written notice of resignation to the Warranty Provider and the Adviser. The Warranty Provider and the Adviser may arise, at any time jointly remove the Escrow Agent by giving ten (10) Business Days' written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be alleged removed, a successor escrow agent, which shall be a bank or trust company having assets in excess of (US)$1 billion, and which shall be reasonably acceptable to have arisenthe Adviser, out of or as a result of any delay in shall be appointed by the disbursement of funds held in Warranty Provider by written instrument executed by the Warranty Provider and delivered to the Escrow Funds Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any delay in further act, deed or conveyance, shall become vested with respect all right, title and interest to any other action required or requested all cash and property held hereunder of such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of the Adviser, the Warranty Provider or the successor escrow agent, execute and deliver to such successor escrow agent all the right, title and interest hereunder in and to the Escrow Fund of such predecessor Escrow Agent and all other rights hereunder of such predecessor Escrow Agent. If no successor escrow agent shall have been appointed within thirty (30) Business Days of a notice of resignation by the Escrow Agent or of a notice of removal by the Warranty Provider and the Adviser, as applicable, the Escrow Agent's sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of receipt of designation of a successor escrow agent, a joint written instruction by the Warranty Provider and the Adviser and termination of this Agreement in accordance with its terms.

Escrow Agent. If at 7.1 Except as expressly contemplated by this Agreement or by joint written instructions from Parent and each of the Creditors, the Escrow Agent shall not sell, transfer or otherwise dispose of, in any timemanner, there shall exist any dispute between the Company and the Investor with respect to holding all or disposition of any portion of the Escrow Funds Fund, except pursuant to an order of a court of competent jurisdiction. 7.2 The duties and obligations of the Escrow Agent shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. 7.3 In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument, or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof and shall not be required to investigate the Common Stock truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may assume that any person purporting to give any notice in accordance with the provisions of this Agreement has been duly authorized to do so. 7.4 The Escrow Agent shall not be liable for any error of judgment, or any other obligations action taken, suffered or omitted to be taken, hereunder except in the case of its negligence, bad faith or willful misconduct. 7.5 The Escrow Agent hereunder, shall have no duty as to the collection or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion protection of the Escrow Funds or income thereon, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such funds or Creditor Escrow Agent's proper actions Shares actually in its possession. 7.6 As compensation for its services to be rendered under this Agreement, for each year or any portion thereof, the Escrow Agent shall receive a fee in the amount specified in Schedule A to this Agreement and shall be reimbursed upon request for all expenses, disbursements, and advances, including reasonable fees of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties under this Agreement. All such fees and expenses shall be paid by Parent. 7.7 Parent shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees, incurred without negligence, bad faith, or willful misconduct on the part of the Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement. Promptly after receipt by the Escrow Agent of notice of the commencement of any claim against the Escrow Agent with respect to its obligations hereunderwhich the Escrow Agent demands indemnification under this Agreement, or if the parties have not within thirty (30) days Escrow Agent shall promptly notify Parent and each of the furnishing by Creditors of the commencement of such claim. 7.8 The Escrow Agent may at any time resign by giving ten (10) business days’ prior written notice of resignation to Parent and each of the Creditors. Parent and the Creditors may at any time jointly remove the Escrow Agent by giving ten (10) business days’ prior written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor escrow agent shall be appointed by Parent by a written instrument executed by Parent and each of the Creditors and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of Parent and each of the Creditors, execute and deliver to such successor escrow agent all of its right, title and interest hereunder in and to the Escrow Fund and all of its other rights hereunder. If no successor escrow agent shall have been appointed within twenty (20) business days of a notice of resignation pursuant by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to Section 9 hereof, appointed hold the Escrow Fund until the earlier of its receipt of designation of a successor Escrow Agent to act hereunderescrow agent, then Escrow Agent may, in its sole discretion, take either or both joint written instructions by Parent and each of the following actions: i. Suspend the performance Creditors, or termination of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderterms. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time(a) Limitation of Escrow Agent's Liability; Responsibilities of Escrow Agent. Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) Escrow Agent does not represent, there shall exist any dispute between warrant or guaranty to the Company and the Investor with respect to holding or disposition of any portion holders of the Securities from time to time the performance of Company; (ii) Escrow Funds Agent shall have no responsibility to Company or the Common Stock holders of the Securities or any other obligations Trustee from time to time as a consequence of performance or non-performance by Escrow Agent hereunder, except for any bad faith, gross negligence or if at willful misconduct of Escrow Agent; (iii) Company shall remain solely responsible for all aspects of Company's business and conduct; and (iv) Escrow Agent is not obligated to supervise, inspect or inform Company or any third party of any matter referred to above. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Company or any entity acting on behalf of Company, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians or (D) for an amount in excess of the value of the Escrow Account, valued as of the date of deposit. 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 hereof, of any funds, the Pledged Securities or Cash Equivalents held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time Escrow Agent may request in writing an instruction in writing from Company (other than any disbursement pursuant to Section 6(b)(iii)), and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is unable consistent with another identified provision of this Agreement. Escrow Agent shall not be liable to determine, to Company for acting without Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least four Business Days after Company receives Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, Escrow Agent has not received the proper disposition written instructions requested from Company. At the expense of any portion Company, Escrow Agent may act pursuant to the advice of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations hereunderany matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. Escrow Agent shall not be called upon to advise any party as to selling or retaining, or if the parties have not within thirty (30) days taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. Agent may incur by reason of the furnishing by its acting. Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as Escrow Agent may deem necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with such proceedings shall be paid by, and shall be deemed an obligation of a notice Company. No provision of resignation pursuant to Section 9 hereof, appointed a successor this Agreement shall require Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to the Companyany act or provision of any present or future law or regulation or governmental authority, the Investorany act of God or war, or any person with respect to any such suspension the unavailability of performance the Federal Reserve Bank wire or disbursement into court, specifically including any liability telex or claimed liability that may arise, other wire or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentcommunication facility).

Escrow Agent. If at The Escrow Agent referred to in the definition ------------- thereof contained in Paragraph 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. The Escrow Agent is counsel for Purchaser. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderhereunder and (b) all Common Stock held by it. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the parties hereunder in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the ------------ Company and the Investor Investors with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the InvestorInvestors, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute ------------ between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If 3.1. The Settlement Administrator, in its capacity as Escrow Agent, shall invest the Total Settlement Amount deposited pursuant to ¶2.3(a) hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at any timetheir then-current market rates. All costs and risks related to the investment of the Total Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Total Settlement Fund, there shall exist any dispute between the Company and the Investor Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to holding investment decisions or disposition of any portion the actions of the Escrow Funds or the Common Stock Agent, or any other obligations of transactions executed by the Escrow Agent. 3.2. The Escrow Agent hereundershall not disburse the Total Settlement Fund except as provided in this Agreement, by an order of the Court, or if at any time with the prior written agreement of Cigna’s counsel. 3.3. Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Agreement, the Escrow Agent is unable authorized to determineexecute such transactions as are consistent with the terms of this Agreement. The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to Escrow Agent's sole satisfaction, the proper disposition of any portion actions of the Escrow Funds Agent, or any transaction executed by the Escrow Agent's proper actions with respect to its obligations hereunder, or if . 3.4. All funds held by the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (deemed and considered to be in the legal custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of the case Court. 3.5. Notwithstanding the fact that the Effective Date of the Settlement has not occurred, Plaintiff’s Counsel may be); provided howeverpay from the Total Settlement Fund, Escrow Agent without further approval and/or order of the Court, reasonable costs and expenses actually incurred by the Settlement Administrator in connection with notice of this Settlement to the Settlement Class by mail and other means, locating Settlement Class Members, assisting with the submission of the claims, administering the Settlement, and paying Notice and Administration Expenses. The Released Parties shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action have no responsibility for or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions liability whatsoever with respect to such dispute the Notice and Administration Expenses, nor shall they have any responsibility or uncertainty, and to the extent required by law, pay into such court, liability whatsoever for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person claims with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentthereto.

Escrow Agent. If at (a) The Escrow Agent agrees to act as Escrow Agent under this Agreement and undertakes to perform only such duties as are expressly set forth herein. In so acting, the Escrow Agent shall have the right (i) to act in reliance upon any timedocument or signature believed by it to be genuine, there and assume that any person purporting to give any notice, instruction, advice or assurance in accordance with the provisions hereof (including, without limitation, pursuant to an Instruction Letter) has been duly authorized to do so, and (ii) to be fully protected in connection with any action taken, suffered or permitted by the Escrow Agent in good faith. (b) The Escrow Agent shall exist any dispute between the Company and the Investor act with respect to holding or disposition the Escrow Amount as a stakeholder only and without compensation, and shall not be liable for the payment of any portion interest or any court costs in any action that may be brought to recover any or all of the funds held in escrow pursuant to this Agreement. (c) The Escrow Agent shall not: (i) be liable to any party for any action taken, or omitted to be taken by it in good faith, (ii) be responsible to any party hereto for the consequences of any oversight, errors of judgment or omissions on their part or on the part of any officers, employees or agents of the Escrow Funds Agent or of First Evanston Bancorp (absent gross negligence or willful misconduct), or (iii) otherwise be answerable to any person, firm or corporation, for any loss, cost or expense, unless same shall occur through the Common Stock Escrow Agent’s gross negligence or any other obligations willful misconduct. (d) Each of the Noteholders and the Company hereby agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent hereunderand all related, affiliated or subsidiary persons, and their respective directors, officers, employees, shareholders, partners, members, agents, representatives, attorneys, successors, insurers, executors and assigns (collectively, the “Indemnified Parties”) from and against the full amount of any and all claims, damages, losses, judgments, obligations, taxes, assessments, liabilities, actions, suits, charges, costs and expenses (including reasonable attorneys’ fees and expenses) made against, or if suffered or incurred by, the Indemnified Parties by reason of or in connection with the Escrow Agent’s entering into this Agreement or carrying out its duties hereunder or contemplated hereby or its holding of the Escrow Amount or filing of any interpleader action, except to the extent resulting from the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent may recover for any and all such indemnifiable matters by effecting set-off, with or without notice, against any and all amounts in the Escrow Account, which set-off amounts may be retained by the Escrow Agent for its own account. (e) Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agent and any successor escrow agent may at any time resign as such by delivering the Escrow Agent is unable Amount to determineeither (i) any successor escrow agent jointly designated by each of the Noteholders and the Company, to Escrow Agent's sole satisfaction, the proper disposition of or (ii) any portion court having competent jurisdiction. Upon its resignation and delivery of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderAmount as set forth in this paragraph, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as discharged of, and from, any and all further obligations arising in connection with the case may be); provided howeverescrow contemplated by this Agreement except to the extent arising from gross negligence or willful misconduct in performance of its duties, Escrow Agent but shall continue to invest enjoy all rights, exculpations and indemnities hereunder in respect of actions and events prior to such resignation and delivery. (f) The parties hereto acknowledge and agree that the Escrow Funds Agent has served as legal counsel to Cranshire in accordance connection with Section 8 hereof; and/or the transactions contemplated by the Amendment Agreement and has participated in the drafting and negotiating of the terms of such Amendment Agreement, its related certificates and documents and the transactions contemplated thereby. Notwithstanding the foregoing, each of the parties hereto do hereby waive, for all purposes (i) any actual or presumptive conflicts of interest with respect to the Escrow Agent serving in such capacity hereunder, and (ii. Petition (by means of an interpleader action ) any presumption or negative construction against the Company, any other appropriate method) any court of competent jurisdiction in any venue convenient to Noteholder, or the Escrow Agent, for instructions with respect to such dispute or uncertaintyas drafter of the Amendment Agreement, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and any dispute arising under the exercise of its rights hereunderAmendment Agreement or this Agreement. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent agrees to hold, keep and deliver the ▇▇▇▇▇▇▇ Money and all other sums delivered to Escrow Agent in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any timefees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, there it being expressly understood that by acceptance of this Agreement Escrow Agent is acting in the capacity as a depository only and shall exist not be liable or responsible to anyone for any dispute damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Purchaser and Seller resulting in any adverse claims and demands being made in connection with or for the Company monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue; and the Investor with respect to holding in so refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Purchaser, and Escrow Agent shall have a period not exceeding three (3) Business Days after receipt by Escrow Agent of any notice or request to perform any act or disburse any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing monies held by Escrow Agent under the terms of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided howeverAgreement. Further, Escrow Agent shall continue have the right at all times to invest pay all sums held by it (x) to the Escrow Funds in accordance with Section 8 appropriate party under the terms hereof; and/or ii. Petition , provided no dispute exists between the parties hereto, or (by means of an interpleader action or any other appropriate methody) into any court of competent jurisdiction in any venue convenient to after a dispute between or among the parties has arisen, whereupon Escrow Agent, for instructions with respect to such dispute or uncertainty, and ’s obligations hereunder shall terminate. Notwithstanding anything to the extent required by lawcontrary contained in this Agreement, pay into such courtincluding, without limitation, the other provisions of this Section 12.17, prior to the expiration of the Inspection Period, the escrow established hereunder shall be a “sole order” escrow for holding and disposition the benefit of Purchaser (meaning that Escrow Agent shall act solely in accordance with the instructions of such courtPurchaser until the expiration of the Inspection Period in respect of the ▇▇▇▇▇▇▇ Money). Without limiting the generality of the foregoing, all funds held by it in the Escrow Fundsevent that on or prior to the expiration of the Inspection Period, after deduction and payment Purchaser delivers notice to Escrow Agent stating that Purchaser has elected to terminate this Agreement, then Escrow Agent shall refund to Purchaser the ▇▇▇▇▇▇▇ Money without any requirement that Escrow Agent first notify or obtain any approval or consent of all fees Seller (and expenses (including court costs and attorneys' fees) payable Escrow Agent agrees that it shall not be permitted to, incurred byand shall not, follow any conflicting instructions given by Seller or expected any third party with regard thereto). Seller agrees in such instance not to be incurred by deliver any conflicting instructions to Escrow Agent for any or no reason and hereby instructs Escrow Agent to act in connection respect of the ▇▇▇▇▇▇▇ Money solely in accordance with performance Purchaser’s instructions on or prior to the expiration of the Inspection Period. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable attorney’s fees, that Escrow Agent may incur in its duties compliance of and in good faith with the exercise terms of its rights hereunder. iiithis Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or willful malfeasance on the part of the Escrow Agent. The provisions of this Section 12.17 shall survive Closing. Escrow Agent joins in this Agreement for the sole purpose of confirming its agreement with the provisions of this Section 12.17. Any amendment to this Agreement which does not amend, alter or change the provisions of this Section 12.17 shall have no liability be executed by Purchaser and Seller and Escrow Agent shall not be a required signatory to such amendment for the Company, the Investor, or any person with respect amendment to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentbinding between Purchaser and Seller.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and the expenses (including court costs and attorneys' fees) payable to, incurred bybut not yet paid, or reasonably expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in Section 1.1 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: (i) to any timeof the parties for any act or omission to act, there except for its own negligence or willful misconduct; (ii) 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; (iii) 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; (iv) 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; and (v) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist 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 dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in Los Angeles County, California, and pay into the registry of the court the Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected released from any further liability with respect to be incurred by the Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at The 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. The Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange 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 the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall exist 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. It is agreed that the Escrow Agent shall not be disqualified from representing either party in connection with any litigation which might arise out or in connection with this Agreement, merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit, if any, or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionmonies held in escrow, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the parties by filing an interpleader action in its sole discretionany court having subject matter jurisdiction of such a matter (to the personal jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance of Deposit, if any, and any of its obligations (other monies held in escrow, including without limitation any disbursement obligations) under this Escrow Agreement until all interest earned thereon, whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as Escrow Agent hereunder. In the case may be); provided howeverevent of such interpleader action, the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to not be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiidisabled from representing a party hereto. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writs, orders, judgments and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder, excepting for gross negligence or willful misconduct. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentAgent excepting for gross negligence or willful misconduct.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Company and the Investor have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investor in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent both parties or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time(a) Escrow Agent hereby accepts its appointment and agrees to act as Escrow Agent under the terms and conditions of this Escrow Agreement. (b) The duties, there shall exist any dispute between the Company responsibilities and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with any other agreement between or among any of Sellers and/or Buyers, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any Seller or Buyer or any entity acting on their behalf. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (c) This Escrow Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or if implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. (d) If at any time Escrow Agent is unable served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Deposits (including but not limited to determineorders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer the Escrow Deposits), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (i) Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Seller or Buyer or any entity acting on behalf of any Seller or Buyer, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians, or (D) for an amount in excess of the value of the Escrow Deposits, valued as of the date of deposit. (ii) If any fees, expenses or costs incurred by, or any obligations owed to, Escrow Agent hereunder are not promptly paid when due, Escrow Agent may reimburse itself therefor from the Escrow Deposits and may sell, convey or otherwise dispose of any Escrow Deposits for such purpose. (iii) As security for the due and punctual performance of any and all of Buyers' and Sellers' obligations to Escrow Agent hereunder, now or hereafter arising, Buyers and Sellers, individually and collectively, hereby pledge, assign and grant to Escrow Agent a continuing security interest in, and a lien on, the Escrow Deposits and all distributions thereon or additions thereto (whether such additions are the result of deposits by Buyers and Sellers or the investment of Escrow Deposits). The security interest of Escrow Agent shall at all times be valid, perfected and enforceable by Escrow Agent against Buyers and Sellers and all third parties in accordance with the terms of this Escrow Agreement. (iv) Escrow Agent may consult with legal counsel at the expense of the Buyers and Sellers as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (v) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). (f) Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to Escrow Agent's sole satisfactionusual collection practices or terms regarding items received by Escrow Agent for deposit or collection. Escrow Agent shall not be required, the proper disposition or have any duty, to notify anyone of any portion payment or maturity under the terms of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or if security deposited hereunder or to exercise any right or privilege which may be afforded to the parties have not holder of any such security. (g) Escrow Agent shall provide to Buyers and Sellers monthly statements identifying transactions, transfers or holdings of Escrow Deposits and each such statement shall be deemed to be correct and final upon receipt thereof by the Buyers and Sellers unless Escrow Agent is notified in writing to the contrary within thirty (30) business days of the furnishing date of such statement. (h) Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (i) Notices, instructions or other communications shall be in writing and shall be given to the address set forth in SECTION 12 hereof (or to such other address as may be substituted therefor by written notification to Escrow Agent or Buyers and Sellers). Notices to Escrow Agent shall be deemed to be given when actually received by Escrow Agent's Corporate Trust Department. Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by Buyers or Sellers or by a person or persons authorized by Buyers or Sellers. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business. (j) Buyers and Sellers, jointly and severally, shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and 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 a any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Losses caused by its gross negligence or willful misconduct. (i) Buyers and Sellers may remove Escrow Agent at any time by giving to Escrow Agent thirty (30) calendar days' prior notice in writing signed by all Buyers and Sellers. Escrow Agent may resign at any time by giving to Buyers and Sellers fifteen (15) calendar days, prior written notice thereof. (ii) Within ten (10) calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation pursuant to Section 9 hereoffrom Escrow Agent, appointed all Buyers and Sellers shall jointly agree on and appoint a successor Escrow Agent. If a successor Escrow Agent to act hereunderhas not accepted such appointment by the end of such 10-day period, then Escrow Agent may, in its sole discretion, take either or both deliver the Escrow Deposits to any of the following actions: i. Suspend Buyers and Sellers at the performance address provided herein or may apply to a court of any competent jurisdiction for the appointment of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any for other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees relief. The costs and expenses (including court costs reasonable attorneys, fees and attorneys' feesexpenses) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties such proceeding shall be paid by, and be deemed a joint and several obligation of, the exercise of its rights hereunderBuyers and Sellers. (iii. ) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent shall either deliver the Escrow Deposits then held hereunder to the successor Escrow Agent, less Escrow Agent's fees, costs and expenses or other obligations owed to Escrow Agent, or hold such Escrow Deposits (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. (iv) Upon delivery of the Escrow Deposits to a successor Escrow Agent, Escrow Agent shall have no liability to further duties, responsibilities or obligations hereunder. (i) In the Companyevent of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the InvestorEscrow Deposits, unless Escrow Agent receives written instructions, signed by all Buyers and Sellers, which eliminates such ambiguity or uncertainty. (ii) In the event of any dispute between or conflicting claims by or among the Buyers and Sellers and/or any other person or entity with respect to any of the Escrow Deposits, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such suspension Escrow Deposits so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to the Buyers and Sellers for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (A) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of performance a court of competent jurisdiction, which order, judgment or disbursement into court, specifically including any liability or claimed liability that may arisedecree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (B) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all Losses which it may incur by reason of so acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be alleged to paid by, and shall be deemed a joint and several obligation of, the Buyers and Sellers. (m) The Escrow Agent does not have arisen, out of or as a result of any delay in the disbursement of funds held interest in the Escrow Funds Deposits deposited hereunder but is serving as escrow holder only, and having only possession thereof. Each party shall pay or reimburse the Escrow Agent upon request for any delay transfer taxes or other taxes relating to the Escrow Deposits incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are a part of the Escrow Deposits and is not responsible for any other action required or requested of Escrow Agentreporting.

Escrow Agent. If at any time, there The following terms shall exist any dispute between the Company and the Investor only apply with respect to holding or disposition the service of any portion ▇▇▇▇▇▇ as Escrow Agent, and the terms of the Fidelity Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions Agreement shall instead apply with respect to its obligations hereunder, or if the parties have not within thirty service of Fidelity as Escrow Agent. (30a) days of the furnishing by Escrow Agent of a notice of resignation pursuant agrees to Section 9 hereofhold, appointed a successor keep and deliver the Deposits and all other sums that may be delivered to Escrow Agent to act hereunder, then Escrow Agent mayas provided herein, in its sole discretion, take either or both accordance with the terms and provisions of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Agreement. Escrow Agent shall be appointed liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible (a) to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties under this Agreement, 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, unless Escrow Agent fails to move such funds to another financial institution in accordance with joint written instructions from Seller and Purchaser to Escrow Agent; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by ▇▇▇▇▇▇ Agent, has instructed the Escrow Agent to comply with such time limit; or (e) for the default, error, action, or omission of either Seller or Purchaser. Escrow Agent shall be entitled to rely, in good faith, on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. ▇▇▇▇▇▇ is counsel for Purchaser and shall not be disqualified from representing Purchaser in connection with any litigation which may arise out of or in connection with this Agreement merely by virtue of the fact ▇▇▇▇▇▇ has agreed to temporarily act as Escrow Agent under and as set forth in this Agreement. (b) In the case event of any dispute as to the disposition of any monies held in escrow, the Escrow Agent shall give written notice to Purchaser and Seller advising them that, in the absence of written instructions signed by both Purchaser and Seller received within the next ten (10) days, Escrow Agent may be); provided howeverinterplead the funds by filing an interpleader action in the Circuit Court in and for Palm Beach County, Florida (to the jurisdiction of which both parties consent) or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds. If Escrow Agent receives joint written instructions from Purchaser and Seller, Escrow Agent shall continue to invest hold or shall disburse the funds as directed in the written instructions. If Escrow Funds Agent does not receive joint written instructions from Purchaser and Seller, Escrow may pay into the registry of the court the monies held in escrow or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds, whereupon Escrow Agent shall be released from any further liability as Escrow Agent under this Agreement. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees (including the value of time spent in connection with any such proceedings on behalf of Escrow Agent by attorneys, paralegals, and legal assistants affiliated with Escrow Agent, computed in accordance with Escrow Agent’s prevailing hourly rates), that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or willful malfeasance on the part of the Escrow Agent. The non-prevailing party in any litigation shall be primarily liable for the amounts owed to or on behalf of Escrow Agent under this Section. The prevailing party, however, shall remain jointly and severally liable to Escrow Agent for such amounts if ▇▇▇▇▇▇ Agent does not receive reimbursement for them from the non-prevailing party. (c) Upon the filing of a written demand for the Deposits by Seller or Purchaser, Escrow Agent shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposits, by giving notice of such objection to Escrow Agent at any time within five (5) Business Days after such party’s receipt of notice from Escrow Agent, but not thereafter. Failure to deliver such objection notice within such period shall be deemed to be a waiver of such party’s right to object to Escrow Agent’s compliance with such demand. Such objection notice shall set forth the basis for objecting to the delivery of the Deposits. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the party who filed the written demand. The foregoing five (5) Business Day period does not constitute a cure period in which either Seller or Purchaser, as the case may be, shall be required to accept tender of cure of any default under this Agreement. Notwithstanding anything contained in this Section 8 hereof; and/or ii. Petition (by means to the contrary, the procedure provided above for a party to object to the delivery of an interpleader action the Deposits to the other party shall not apply in the case of Purchaser timely electing to terminate this Agreement pursuant to the terms of Sections 3.1, 3.2, or 3.3, and rather in each such events Escrow Agent shall immediately deliver the Deposits as expressly provided for under such Sections upon Purchaser’s exercise of such termination rights without the requirement of prior notice from Escrow Agent to any party or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderprocess. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion (a) Limitation of the Escrow Funds Agent's Liability; Responsibilities of the Escrow Agent. The Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Securities from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the Common Stock holders of the Securities or any other obligations the Trustee from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or if at any time willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is unable not obligated to determinesupervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific 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 hereof, of any funds or U.S. Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall 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 Trustee in compliance with the provisions of this Agreement or by the Company, to the extent not inconsistent with any instruction of the Trustee, in either case, without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Agreement 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 provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least two business days after the Company receives the Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, the proper disposition Escrow Agent has not received the written instructions requested from the Company. The Escrow Agent may act pursuant to the written advice of any portion of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such funds or property, and the Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a notice writing, satisfactory to the Escrow Agent, or the Escrow Agent 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 loss, liability or expense which the Escrow Agent may incur by reason of resignation pursuant its acting. The Escrow Agent may in addition elect in its sole option to Section 9 hereof, appointed a successor commence an interpleader action or seek other judicial relief or orders as the Escrow Agent may deem necessary. No provision of this Agreement shall require the Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at 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 hereto without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act, there except for its own negligence or 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; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist 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 dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in Dallas County, Texas, and pay into the registry of the court the Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected released from any further liability with respect to be incurred by the Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion (a) Limitation of the Escrow Funds Agent's Liability; Responsibilities of the Escrow Agent. The Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) the Escrow Agent does not represent, warrant or guaranty to the holders of the Securities from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the Common Stock holders of the Securities or any other obligations the Trustee from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or if at any time willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is unable not obligated to determinesupervise, inspect or inform the Company or any third party of any matter referred to above. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific 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 hereof, of any funds or U.S. Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. The Escrow Agent shall 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 without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any instrument comporting with the provisions of this Agreement 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 provisions hereof has been duly authorized to do so. At any time the Escrow Agent may request in writing an instruction in writing from the Company, and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least two business days after the Company receives the Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, the proper disposition Escrow Agent has not received the written instructions requested from the Company. The Escrow Agent may act pursuant to the written advice of any portion of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations any matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent shall be entitled to refuse to comply with any and all claims, demands or instructions with respect to such funds or property, and the Escrow Agent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until either any conflicting or adverse claims or demands shall have been finally determined by a court of competent jurisdiction or settled by agreement between the conflicting claimants as evidenced in a notice writing, satisfactory to the Escrow Agent, or the Escrow Agent 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 loss, liability or expense which the Escrow Agent may incur by reason of resignation pursuant its acting. The Escrow Agent may in addition elect in its sole option to Section 9 hereof, appointed a successor commence an interpleader action or seek other judicial relief or orders as the Escrow Agent may deem necessary. No provision of this Agreement shall require the Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in Section 2 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) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with Escrow Agent or exchanged by the parties hereunder; (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 exist 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 dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock ▇▇▇▇▇▇▇ Money Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit in the Commonwealth of Pennsylvania (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance ▇▇▇▇▇▇▇ Money, or deposit any such documents with respect to which there is a dispute in the registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until oruntil a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court the Superior Courts of competent jurisdiction the State of New Jersey sitting ▇▇▇▇▇▇ County and/or the United States Federal District Court for the District of New Jersey sitting in any venue convenient to Escrow AgentNewark New Jersey, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. . iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentAgent other than for reasons of gross negligence or willful misconduct.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to the delivery of any Certificates to the Investor or any delay in or with respect to any other action required or requested of Escrow Agent, provided, any such delay in or with respect to the disbursement of any funds, or delivery of any Certificates or any other action required or requested of Escrow Agent hereunder was not in breach of any express joint instruction received from the Investor and the Company or was unjustified and unreasonable.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be appointed (as the case may be); provided however, that the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Fundsescrow , after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of the Escrow Agent.

Escrow Agent. a) The Escrow Agent may, at the joint and several expense of MEII and LRC, employ or retain such counsel or other experts or advisers as it reasonably requires for the purpose of discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, without taxation of costs of any counsel, and will not be responsible for any misconduct or negligence on the part of any of them who has been selected with due care by the Escrow Agent or for any actions taken by the Escrow Agent in reliance on the advice provided. b) If at any time, a dispute shall exist, or the Escrow Agent concludes in its sole discretion that there shall exist any dispute between the Company and the Investor with is a bona fide question, confusion or dispute, in respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionduties under this Agreement or the holding or delivery of the Deposited Securities, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both deliver the Deposited Securities then remaining to the Clerk of the following actions: i. Suspend Superior Court of Ontario and interplead each of the performance of any of its obligations (including without limitation any disbursement obligations) under parties to this Escrow Agreement until such dispute or uncertainty shall be resolved to Agreement. Upon so delivering the sole satisfaction of Escrow Agent or until a successor Deposited Securities then remaining, and interpleading the parties, the Escrow Agent shall be appointed (released from all obligations under this Agreement. c) MEII and LRC agree to pay the Escrow Agent's proper charges for the services as Escrow Agent under this Agreement. d) The Escrow Agent and its directors, officers, agents and employees will at all times be indemnified and saved harmless by MEII, LRC and the case Shareholders from and against all claims, demands, losses, actions, causes of actions, costs, charges, expenses, damages and liabilities whatsoever arising in connection with this Agreement, including, without limitation, those arising out of or related to actions taken or omitted to be taken by the Escrow Agent contemplated hereby, legal fees and disbursements on a solicitor and client basis, and costs and expenses incurred in connection with the enforcement of this indemnity, which the Escrow Agent may be); provided howeversuffer or incur, whether at law or in equity, in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of its duties as Escrow Agent and including any deed, matter or thing in relation to the execution of its duties as Escrow Agent and including any deed, matter or thing in relation to the registration, perfection, release or discharge of security. The foregoing provisions of this Section do not apply to the extent that in any circumstances there has been a failure by the Escrow Agent or its employees or agents to act honestly and in good faith or where the Escrow Agent or its employees or agents have acted with gross negligence or in wilful disregard to the Escrow Agent's obligations hereunder. e) The Escrow Agent shall continue not be liable for or by reason of any statement of fact or recitals in this Agreement or be required to invest verify the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action same, but all statements or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, recitals are and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected shall be deemed to be incurred made by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderparties hereto. iii. f) The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including not incur any liability or claimed liability that may arise, responsibility whatsoever or be alleged to have arisen, out of or as a result in any way responsible for the consequence of any delay in breach on the disbursement part of funds held in MEII, LRC or Shareholders of any of the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentcovenants herein contained.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) 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 be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.