THIS CONVERTIBLE NOTE PURCHASE AND CONVERSION AGREEMENT (this "Agreement") dated as of June 4, 2015 by and between H. Deworth Williams, with offices for purposes of this Agreement at 2681 East Parleys Way, Suite 204, SLC, UT 84109 ("Seller"), and each of the Purchasers set forth on Annex I attached hereto (each a "Purchaser," and collectively, the "Purchasers").
Resignation. The Escrow Agent may resign at any time by delivering notice to the parties hereto. If the parties fail to advise the Escrow Agent within ten business days as to the appointment of a successor, the Escrow Agent may, at his sole option, (a) retain the Purchased Shares and the other closing documents and instruments in his possession, without liability to anyone, until such appointment shall have been made; or (b) file a suit in interpleader in the Third Judicial District Court in and for Salt Lake County, State of Utah, for the purpose of having a successor appointed. The Escrow Agent may, upon initiation of such suit, deposit the Purchased Shares with the court and, upon giving notice thereof to the parties, the Escrow Agent shall be fully released and discharged from all further obligations hereunder.