Common use of Duties of Escrow Agent Clause in Contracts

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers Seller with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers Seller shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or SellersSeller. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx SellersSeller, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers Seller agree that Kendxx, xx the one hand, and SellersSeller, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. The duties Notwithstanding anything herein to the ---------------------- contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. The Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Shares including, but not limited to, the calculation of amounts due the Corporation from funds verified by the Escrow Agent under this Escrow Agreement to be on deposit hereunder shall be entirely administrative and performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be liable subject to, nor be under any obligation to any third party as a result ascertain or construe, the terms and conditions of any action other instruments or omission taken agreements, including specifically and without limitation, any other instruments or made by itagreements referred to in this Agreement, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, nor shall the Escrow Agent shall promptly initiate an appropriate legal proceeding be obligated to obtain a judicial determination inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the respective parties' rights to persons executing and delivering same. It is agreed that the Escrow Fund. No rights Agent's duties are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreementonly such as are herein specifically provided. The Escrow Agent shall have no duties except those which responsibility (1) for the disposition or investment of funds by the Corporation after they are expressly set forth herein, transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and it delivered to the subscribers. The Escrow Agent shall not be bound required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any notice of a claim, or demand liability with respect theretoto the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or any waiverlaws. Notwithstanding anything herein to the contrary, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel may be discharged from its duties under this Agreement upon notice of its own choosing in connection with this such discharge from the Corporation. Upon the discharge of the Escrow AgreementAgent, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim deliver all funds held hereunder to a person or damage incurred persons designated by the Escrow Agent in connection with Corporation and this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectsterminate.

Duties of Escrow Agent. The duties Xxxxxxxx and MBI designate Williams, Parker, Xxxxxxxx, Xxxxx & Xxxxxx, Professional Association, as Escrow Agent, to hold the Pledged Shares, and Escrow Agent is authorized to deliver the Pledged Shares to the Original Shareholders in the event of the Escrow Agent exercise of the MBI's rights under paragraph 6 of this Escrow Stock Pledge Agreement, or to redeliver the Pledged Shares to Xxxxxxxx in the event of termination of this Stock Pledge Agreement shall be entirely administrative and the pursuant to paragraph 5. Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except responsible for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights determining entitlement to the Escrow FundPledged Shares between Xxxxxxxx and MBI. No rights are intended to be granted to If any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend dispute or difference arises between Xxxxxxxx and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claimMBI, or if any conflicting demand with respect theretoshall be made upon Escrow Agent, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for be required to determine the same or take any action taken in good faith the matter, but Escrow Agent may await settlement of the controversy by final, appropriate legal proceedings, or otherwise, as it may require, or Escrow Agent may file a suit in interpleader in Circuit Court in and for Sarasota County, Florida, for the purpose of having the respective rights of the parties adjudicated, and may deposit with the court the Pledged Shares. Upon institution of such interpleader suit, depositing the Pledged Shares with the court, and notice to the parties by personal service, or in accordance with such advice. Kendxx xxx Sellersthe order of the court, jointly and severally, shall indemnify and hold harmless the Escrow Agent for shall be fully released and discharged from all further obligations with respect to the Pledged Shares so deposited. Xxxxxxxx and MBI agree to pay to Escrow Agent, equally, on demand, any liability, loss, claim or damage and all costs and reasonable attorneys' fees incurred by the Escrow Agent in connection connections with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one handinterpleader, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to hold Escrow Agent as a result of harmless from any obligation under this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. The Escrow Agent is directed to deposit all funds delivered by Purchaser pursuant to paragraph 3 in a non-interest-bearing trust account in a bank, savings and loan association or other financial institution located in 0 Palm Beach County, Florida, and disburse the funds in accordance with the provisions of this Contract. The parties acknowledge that: (i) the duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and are purely ministerial; (ii) the Escrow Agent shall not be liable to any third party as a result or responsible for the collection of the proceeds of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect check tendered to disposition of the Escrow Fund, Agent; (iii) the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, Contract unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that Escrow Agent, Seller and Purchaser; and (iv) the Escrow Agent shall find it necessary not be liable for any failure of the depository, nor for actions taken in good faith hereunder, but only for its gross negligence. If Closing is consummated hereunder, Escrow Agent shall deliver the funds to consult Seller. If this Contract is terminated in accordance with counsel of its own choosing in connection with this Escrow Agreementterms, the Escrow Agent shall not incur any liability for any action taken in good faith deliver the funds to the party entitled to receive same in accordance with the terms of this Contract. 0. If Closing is not consummated due to the default of either party, the Escrow Agent shall deliver the funds to the party entitled to receive same in accordance with the provisions of this Contract. Escrow Agent shall also deliver the funds as directed in a writing signed by both Seller and Purchaser. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the parties (or their successors) and the Escrow Agent may assume that any individual purporting to give instructions in accordance with the provisions of this Contract has been duly authorized to do so. The Escrow Agent is acting as a stakeholder, only, with respect to the funds. Notwithstanding anything to the contrary, in the event of any controversy hereunder, Escrow Agent may interplead the funds to the appropriate judicial forum, whereupon Escrow Agent shall be released from all further obligations hereunder. Escrow Agent is authorized to comply with all laws, orders, judgments, decrees and regulations of any governmental authority or court and Escrow Agent shall have no liability for such advicecompliance, notwithstanding a later reversal, modification, vacation or annulment of any law, order, judgment, decree or regulation. Kendxx xxx SellersPurchaser and Seller agree, jointly and severally, shall to reimburse and indemnify Escrow Agent for all loss, liability, costs and hold harmless expenses (including, without limitation, reasonable attorneys' fees at trial and appellate levels, whether for outside counsel or Escrow Agent's own time) incurred by Escrow Agent arising out of or in connection with the performance of its duties hereunder (including, without limitation, the cost of defending against any claim or liability arising out of or relating to this Contract). Seller and Purchaser hereby release Escrow Agent for any liability, loss, claim act done or damage incurred omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. Purchaser agrees that Escrow Agent may represent Seller in any litigation arising out of or in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree Contract and Purchaser acknowledges that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectslaw firm representing Seller.

Duties of Escrow Agent. The duties Deposit shall be held in a non-interest bearing account by the Escrow Agent, and shall be credited towards payment of the Purchase Price at Closing or otherwise disbursed according to the terms of this Agreement. In its capacity as escrow agent, Escrow Agent under this Escrow Agreement shall have only those duties and obligations as are expressly set forth herein. No implied duties or obligations shall be entirely administrative read into this Agreement against Escrow Agent. Except as explicitly stated herein, Escrow Agent shall be under no obligation to refer to any other documents between or among Purchaser and Seller or otherwise related to the Property or the transaction contemplated hereunder. Escrow Agent shall not be liable to either party or any third party as a result other person on account of any action error of judgment, any act done or omission stop taken or made by it, if taken omitted in good faith, except for any mistake of fact or law, or anything else Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out of actual and intentional misconduct, willful disregard of this Agreement or gross negligence or willful misconduct in performing its duties. In on the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition part of the Escrow Fund, the Agent. Escrow Agent shall promptly initiate an appropriate legal proceeding be entitled to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth hereinrely, and it shall not be bound by subject to any notice of a claimliability in acting in reliance, or demand with respect thereto, or upon any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the furnished to Escrow Agent by either party, and shall find be entitled to treat as genuine and as the document which it necessary purports to consult with counsel of its own choosing in connection with this Escrow Agreementbe, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellersletter, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim paper or damage incurred by the other document furnished to Escrow Agent in connection with this Agreement. Escrow except Agent further may rely on any affidavit of either Party or any other person as to the existence and accuracy of any facts stated therein to be known by the affiant. In the event of any dispute relative to the deposit monies held in escrow, the Escrow Agent may, in its sole discretion, pay such deposit monies into the Clerk of the Superior Court of Oxford County or Cumberland County, Maine, with notice to the parties hereto at the addresses recited hereinabove, and thereupon the Escrow Agent shall be discharged from its obligations as recited herein, and each party to this Agreement shall thereafter hold the Escrow Agent harmless in such capacity. Both parties hereto agree that the Escrow Agent may (a) deduct the administrative cost of opening, maintaining and closing the said escrow account from the deposit monies before disbursing any of said monies, and (b) deduct the cost of bringing such Interpleader action, from the deposit monies held in escrow prior to the forwarding of the same to the Clerk of such Court. Purchaser and Seller shall jointly and severally defend, indemnify and hold Escrow Agent for solely for its actions as escrow agent under this Agreement harmless from and against any such liabilityand all losses, liabilities, damages, costs, expenses (including reasonable attorneys' fees)or claims incurred by Escrow Agent in the performance of its duties as escrow agent under this Agreement, loss, claims or damage which is a result of except only to the extent caused by the Escrow Agent's own ’s intentional misconduct, bad faith, willful disregard of its obligations hereunder or gross negligence or willful misconductnegligence. This indemnification As between themselves, each party shall be responsible for one-half of the total costs incurred in connection with such indemnity, and each shall have the right of contribution from the other to the extent necessary to achieve such allocation. The provisions of this Section 16 shall survive the termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers the Selling Group with respect to disposition of the Escrow FundProperty, the Escrow Agent shall promptly have the right to initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow FundProperty. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers the Selling Group shall severally (each being responsible for a maximum of fifty percent (50%) of the indemnity account) indemnify, defend indemnify and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow AgreementAgreement except for any such liability, costs or expenses (including attorneys fees) which is a result of Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision recission of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellersxxx either Seller. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellersthe Selling Group, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers the Selling Group agree that Kendxx, xx the one hand, and Sellersthe Selling Group, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.any

Duties of Escrow Agent. The duties Escrow Agent shall coordinate the receipt of funds into the Escrow Accounts and make disbursements from the Escrow Accounts as requested by the Authorized Representative(s) of the Debtors identified on Exhibit A hereto and in reliance upon information provided to Prime Clerk by the Authorized Representative(s) and/or the Debtors, as applicable. The Escrow Agent under this Escrow Agreement shall have only those duties as are specifically and expressly provided herein, which shall be entirely administrative deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duties, shall be implied. Except as may be specifically provided in this Agreement, the Escrow Agent shall not be liable responsible for or under, or chargeable with knowledge of, nor have any requirement to any third party as a result comply with, the terms and conditions of any other agreement, instrument or document executed between/among the Debtors, including without limitation the Utilities Motion or the Utilities Orders, nor shall the Escrow Agent be required to determine if any Debtor has complied with any other agreement. Notwithstanding the terms of any other agreement between or among Prime Clerk, the Debtors, or any other third party, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. The Escrow Agent may conclusively rely upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by the Authorized Representative(s) without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order delivered in accordance with the Notice section of this Agreement believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and the Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall not be liable for any action taken, suffered or omission omitted to be taken or made by it, if taken it in good faithfaith except to the extent that the Escrow Agent’s fraud, except for gross negligence or willful misconduct in performing its duties. In was the event cause of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights any direct loss to the Escrow FundDebtors. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the The Escrow Agent may suffer or incur by reason execute any of its execution powers and performance perform any of this Escrow Agreementits duties hereunder directly or through any of its affiliates or agents. The Escrow Agent shall have no duty to solicit any payments that may be due to it or to the Escrow Accounts. The Escrow Agent may consult with legal counsel of its selection in the event of any dispute or question as to the meaning or construction of any of the provisions hereof or its duties except those which are expressly set forth hereinhereunder, and it shall not incur no liability and shall be bound by any notice fully protected in acting in accordance with the opinion and instructions of a claimsuch counsel, except to the extent that such loss results, in whole or demand with respect theretoin part, from the Escrow Agent’s fraud, willful misconduct or gross negligence. This Agreement sets forth all of the obligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any waiverother agreement, modification, amendment, termination instrument or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellersdocument. In the event that the The Escrow Agent shall find be under no duty to give the property held in escrow by it necessary to consult with counsel hereunder any greater degree of care than it gives its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectssimilar property.

Duties of Escrow Agent. The duties of the (a) Escrow Agent under this Escrow Agreement undertakes to perform only such duties as are expressly set forth herein and no duties shall be entirely administrative implied. Escrow Agent shall have no liability under and no duty to take notice of or inquire as to the provisions of any agreement (including but not limited to the Merger Agreement) other than this Agreement. Escrow Agent shall not be liable to any third party as a result of for any action or omission taken or made omitted by it, if taken it in good faith, faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct in performing its dutieswas the primary cause of any loss to Buyer or the Shareholders’ Representative. In Escrow Agent’s sole responsibility shall be for the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition safekeeping and disbursement of the Escrow Fund, Fund in accordance with the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance terms of this Escrow Agreement. The Escrow Agent shall have no implied duties except those which are expressly or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall reasonably believe to be genuine and to have been signed or presented by Buyer and/or the Shareholders’ Representative. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Fund, any account in which Escrow Cash is deposited, this Agreement or the Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of its duties hereunder, or relating to any dispute hereunder, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or advice of such counsel. Buyer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Fund, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be bound liable to any of Buyer or the Shareholders’ Representative or to any other person or entity by any notice reason of a claimsuch compliance even though such order, writ, judgment or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which decree may be evidenced bysubsequently reversed, modified, annulled, set aside or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectsvacated.

Duties of Escrow Agent. (a) The Escrow Agent shall treat the ---------------------- Escrow Funds with such degree of care as it treats it own similar property. It is agreed that the duties of the Escrow Agent under are only such as are herein specifically provided, and the Escrow Agent shall have no other duties, implied or otherwise. The Escrow Agent's duties are as a depository only, and the Escrow Agent shall incur no responsibility or liability whatsoever, except for its willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice and shall not be responsible or liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of such counsel (subject to the exception set forth above in the prior sentence). Except where the terms of this Agreement expressly refer thereto, the Escrow Agent shall not be bound in any way by any of the terms of the Purchase Agreement shall be entirely administrative or any other agreement to which one or more of, Buyer or Sellers are parties, whether or not the Escrow Agent has knowledge thereof, and the Escrow Agent shall not in any way be liable required to any third party as a result of any action determine whether or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In not the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, Purchase Agreement or any waiver, modification, amendment, termination other agreement has been complied with by Buyer or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/Sellers or Sellersany other party thereto. In the event that the Escrow Agent shall find it necessary be uncertain as to consult with counsel any of its own choosing duties or rights hereunder, it shall be entitled to refrain from taking action other than to keep safely all property held in connection with this Escrow Agreementescrow until it shall be directed otherwise pursuant to a joint written notice from and executed by Buyer and Sellers or a court order, and the Escrow Agent shall not incur any liability be responsible or liable for any action taken in good faith in accordance with damages while waiting for such advicejoint written notice or court order. Kendxx xxx Sellers, jointly and severally, This Agreement shall indemnify and hold harmless not create any fiduciary duty of the Escrow Agent for to Buyer or Sellers or any liabilityother person or entity whatsoever. The Escrow Agent shall provide monthly statements identifying transactions, loss, claim transfers or damage incurred holdings of the Escrow Funds and each such statement shall be deemed to be correct and final upon receipt thereof by the parties hereto unless the Escrow Agent is notified in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited writing to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any contrary within thirty (30) business days of the terms and provisions date of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectssuch statement.

Duties of Escrow Agent. The (a) Escrow Agent shall not be required to invest any funds held hereunder except as directed pursuant to Section 2 of this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement. Escrow Agent’s duties are ministerial in nature. Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct, and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Funds, or any loss of interest incident to any such delays. Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. 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 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. Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Account. The Escrow Agent shall not be liable to any third party as a result of for any action or omission taken or made omitted by it, if taken it in good faith, faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct in performing its duties. In was the event primary cause of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights any loss to the Escrow Fundparties. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the The Escrow Agent may suffer or incur by reason execute any of its execution powers and performance perform any of this Escrow Agreementits duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claimliable for anything done, suffered or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless omitted in writing received good faith by it and signed by Kendxx xxx/in accordance with the advice or Sellersopinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall find it necessary be uncertain as to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent duties or rights hereunder or shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), lossreceive instructions, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxxdemands from any party hereto which, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties heretoin its opinion, conflict or are inconsistent with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held under the terms and provisions of this Escrow Agreement until it shall govern be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood for such loss or damage and control regardless of the form of action. The parties shall indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the “indemnitees”) from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. Escrow Agent does not have any interest in the Escrowed Funds deposited hereunder but is serving as escrow agent only and having only possession thereof. However, the parties hereby grant the Escrow Agent a lien, a right of set off and security interest to the account for the payment of any claim for compensation, expenses and amounts due hereunder. Any payments of income from this Agreement shall be subject to withholding regulations then in force with respect to United States taxes. Purchaser and Principal Seller hereto shall provide Escrow Agent with appropriate W-9 forms for tax identification, number certification, or nonresident alien certifications. The Escrow Earnings shall be reported, for federal income tax purposes, as taxable income of the Principal Seller. Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other documents or instrument held by or delivered to it. Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrowed Funds to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all respectsfurther obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final and nonappealable order of a court of competent jurisdiction. In the event of any disagreement between Purchaser and Principal Seller resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Escrowed Funds until Escrow Agent shall have received (i) a final nonappealable order of a court of competent jurisdiction directing delivery of the Escrowed Funds or (ii) a written agreement executed by Purchaser and Principal Seller directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Escrow Agent shall act on any court order without further question. Purchaser and Principal Seller shall pay Escrow Agent compensation (as payment in full) for the services to be rendered by Escrow Agent hereunder in the amount of $5,000 per annum without pro-ration for partial years, First year’s fees are payable upon execution of the Agreement. Purchaser and Principal Seller agree to reimburse Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). Any such compensation and reimbursement to which Escrow Agent is entitled shall be borne 50% by Purchaser, 50% by Principal Seller (Principal Seller’s portion of the fee shall be paid from the Escrowed Cash). All fees shall be paid in the United States currency and payable in the United States at the office of the Escrow Agent.

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and, except for a breach of its obligation to keep the Escrow Fund safely in its custody (subject, however, to the terms and conditions of this Agreement), the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by itit in performing its duties hereunder, if taken in good faith, except for gross negligence or negligence, willful misconduct in performing its dutiesor fraud. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers LSI and Saco shall severally (each being responsible for fifty percent (50%) % of the indemnity accountamount claimed by the Escrow Agent) indemnify, defend and hold harmless the Escrow Agent from and against and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, expenses the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement except to the extent caused by or arising out of Escrow Agent’s gross negligence, willful misconduct or fraud or except for a failure to comply with its obligation to keep the Escrow Fund in its custody (subject, however, to the terms and conditions of this Agreement). The Escrow Agent shall have no duties except those which are expressly set forth herein, and and, except as otherwise expressly set forth herein, it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision rescission of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellersthe parties hereto and otherwise conforming to any requirements contained herein. In the event that If the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless advice except to the Escrow Agent for any liability, loss, claim extent caused by or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result arising out of Escrow Agent's own ’s gross negligence negligence, willful misconduct or willful misconductfraud or except for a failure to comply with its obligation to keep the Escrow Funds in its custody (subject, however, to the terms and conditions of this Agreement). This The foregoing indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to other agreements with the Purchase Agreement, which may be evidenced by, or arise out, parties hereto regarding the foregoing instruction, other than as expressly set forth hereinsubject matter hereof. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument or document between the other parties hereto, in connection herewith, including without limitation the Purchase 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 FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. Any banking association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Duties of Escrow Agent. The It is agreed that our duties of as an escrow agent for the Escrow Agent under this Escrow Agreement security deposit are only such as herein specifically provided, being purely administrative in nature, and we shall be entirely administrative and the Escrow Agent shall not be liable to any third party incur no liability whatsoever except for willful misconduct or gross negligence so long as a result of any action or omission taken or made by it, if taken we have acted in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers faith with respect to its disposition of the Escrow Fundsecurity deposit. We are an independent escrow agent and do not represent either the Owner or Tenant with respect to our duties and obligations as escrow agent for the security deposit. Owner and Tenant, for the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended Lease hereby indemnify, release and hold us harmless from any act done or omitted to be granted done by us in good faith performance of our duties as an escrow agent. Owner and Tenant, for the Lease agree to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnifypay all costs, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liabilitydamages, costs judgments and expenses, including reasonable attorneys' feesattorney's fees suffered and incurred by us in connection with or arising out of our acting as escrow agent hereunder. It is specifically understood and agreed that we are acting in the capacity of escrow agent is an accommodation to both parties. Upon the deposit of the security deposit with a court of competent jurisdiction in the event of a dispute we shall deduct our costs and shall be relieved of all further obligations and responsibilities to Owner and Tenant with respect to the security deposit. The Owner authorizes us to hold all security deposits paid by the tenants. If an Owner designates someone to represent the Owner regarding security inspections and requests to hold security, the Escrow Agent may suffer Owner must notify us, in writing, as to who the representative might be. Owner or incur by reason of its execution their designated representative shall inspect the property as soon after checkout as possible and performance before the next tenancy. Owner shall have 72 hrs after expiration of this Escrow Agreementlease to advise us, in writing, of any damage. The Escrow Agent shall If the Owner fails to notify us to hold security, in writing, within that 72 hr period we will refund the entire security deposit to the Tenant. If the Owner instructs us to hold all or part of the security deposit, in writing, within that 72 hr period we will continue to hold the entire security deposit and will not release any portion thereof until the Owner and Tenant reach an agreement. When such an agreement is reached both the Tenant and Owner will notify us as to the agreement and its terms, in writing, as to the agreed settlement and stating exactly how the security deposit should be paid. Owner agrees that we are not responsible for the results of the inspection or for failure to return the security deposit to the Tenants pursuant to the above, provided we have no duties except those which are expressly set forth hereinacted in good faith. If we or our agents and/or employees inspect the property at the end of the lease, and it shall not Owner agrees to be bound by any notice our inspection report as to the condition of a claimthe property. Owner (and Tenant, or demand with respect theretofor the Lease) hereby indemnify, or any waiverrelease and hold us harmless from and agree to pay all costs, modificationdamages, amendmentjudgments and expenses, termination or recision of this Escrow Agreement, unless in writing received including reasonable attorney's fees suffered and incurred by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing us in connection with this Escrow Agreementor arising out of our inspection of the property after termination of the Lease and/or failure to return the security deposit to the Tenant within 30 days pursuant to NJSA 46:8"21.1 due to our failure to receive the necessary agreement between Owner and Tenant as to how the security deposit is to be applied, or due to our exercising it's rights hereunder to deposit the Escrow Agent shall not incur any liability for any action taken security deposit in court and seek court approval as to the disposition of the security deposit, provided we have acted in good faith faith. If Owner and Tenant can not agree, we may seek Court approval for distribution of funds and deduct the costs of seeking such approval from the security deposit. Security deposit will be mailed to the Tenant by us within ten days after a satisfactory inspection. Security deposits for leases with a term under 125 days will be held in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconductour non interest bearing escrow account. This indemnification paragraph shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectsLease.

Duties of Escrow Agent. The duties of the Escrow Agent Keatxxx, Xxetxxxx & Xlekxxx, X.L.L. under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx the Sellers with respect to disposition of the Escrow FundNote, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow FundNote. No rights are intended to be granted to any third party hereunder. Kendxx xxx the Sellers shall severally severally, and not jointly, (each being responsible for fifty percent (50%) % of the indemnity accountamount) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, expenses the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or the Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx the Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any unless such liability, costs, expenses (including reasonable attorneys' fees), loss, claims claim or damage which is a the result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, agreement which may be evidenced by, or arise outout of, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. BSQUARE and the Stockholders' Agent acknowledge and agree that the Escrow Agent (i) shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement with respect to the Escrow Agent (and no implied obligations) and as set forth in any additional written escrow instructions as the Escrow Agent may receive after the date of this Escrow Agreement that are signed by an officer of BSQUARE and the Stockholders' Agent and in form and substance acceptable to the Escrow Agent; (ii) shall not be obligated to take any legal or other action under this Escrow Agreement that would, in its reasonable judgment, result in a material expense or liability unless the Escrow Agent shall have been furnished with indemnity acceptable to it; and (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it under this Escrow Agreement and reasonably believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof. The duties Escrow Agent is hereby expressly authorized to comply with and obey any order, judgment or decree of any court of competent jurisdiction or a written decision of arbitrators. If the Escrow Agent shall obey or comply with any such order, judgment or decree or written decision of arbitrators, the Escrow Agent shall not be liable to any of the parties to this Escrow Agreement or to any other person by reason of such compliance, notwithstanding any such order, judgment, decree or written decision being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for under this Escrow Agreement. The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Escrow Agreement or any documents or other items deposited with the Escrow Agent. Neither the Escrow Agent nor any of its affiliates, directors, officers or employees shall be liable to anyone for any error of judgment or for any action taken, suffered or omitted to be taken by it or any of its affiliates, directors, officers or employees under or in connection with this Escrow Agreement except in the case of gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction or as agreed to by the parties). Anything to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including, but not limited to, lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability of the Escrow Agent under this Escrow Agreement shall be entirely administrative and limited to the amount of fees paid to the Escrow Agent shall not be liable under this Agreement. Subject to any third party as a result of any action or omission taken or made by itSection 9(g) below, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In BSQUARE and the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow FundStockholders (collectively, the "Escrow Agent shall promptly initiate an appropriate legal proceeding Indemnifying Parties") covenant and agree to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall jointly and severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless indemnify the Escrow Agent and reimburse hold it harmless from and against any fee, loss, claim, cost, penalty, fine, settlement, damages, judgment, liability or expense (including reasonable attorney's fees and expenses) (an "Escrow Loss") incurred by the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer arising out of or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, including but not limited to, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly execution and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination delivery of this Escrow Agreement. Kendxx xxx Sellers agree , the Escrow Agent's performance of its obligations in accordance with the provisions of this Escrow Agreement or with the administration of its duties under this Escrow Agreement, unless such Escrow Loss shall arise out of or be caused by the Escrow Agent's gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction or as agreed to by the parties); provided, however, that Kendxx, xx indemnification for the one handEscrow Agent's standard fees and expenses set forth on the fee schedule attached to this Escrow Agreement as Exhibit B shall be paid exclusively by BSQUARE, and Sellersprovided further that the indemnity agreement contained in this Section 9(e) shall not apply to amounts paid in settlement of any Escrow Loss if such settlement is effected without the consent of the Stockholders' Agent, collectivelysuch consent not to be unreasonably withheld, on conditioned or delayed. Subject to Section 9(g) below, the other hand, shall each assume Escrow Indemnifying Parties agree to jointly and pay fifty percent (50%) of all amounts due to severally indemnify and hold the Escrow Agent as a result of this indemnification. harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent is not on any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalty or other expense shall arise out of or be caused by the gross negligence, bad faith or willful misconduct of the Escrow Agent (each as finally determined by a party to, and is not bound by, any agreement, including but not limited court of competent jurisdiction or as agreed to by the Purchase Agreement, which may be evidenced by, or arise out, parties). To the foregoing instruction, other than as expressly set forth herein. In extent that the event that Escrow Agent becomes liable for any of the terms foregoing or to the extent the Stockholders and provisions of any other agreement (excluding any amendment to this BSQUARE owe the Escrow Agreement) between Agent money under any of the parties hereto, conflict or are inconsistent with any of the other provisions of this Escrow Agreement, the terms Escrow Agent may, but shall not be obligated to, satisfy such liability or obligation from the Escrow Cash and/or Escrow Shares remaining in the Escrow Fund, and provisions the Stockholders and BSQUARE shall be deemed to have granted to the Escrow Agent at the Closing, effective as of the Effective Time or at the time of issuance, as the case may be, a perfected, first-priority security interest in the Escrow Cash and Escrow Shares to secure payment of such taxes. No cash distributions will be made to the Stockholders unless the Escrow Agent is supplied with an original, signed Form W-9 or its equivalent before distribution. Notwithstanding the joint and several nature of the obligations of the Escrow Indemnifying Parties under Section 9(e) and 9(f), the Stockholders' total collective share of the liability for indemnification of the Escrow Agent under Sections 9(e) and 9(f) of this Escrow Agreement (the "Escrow Indemnification Liability") shall govern in no event exceed the aggregate value of the Escrow Cash and control Escrow Shares then held as part of the Escrow Fund. Any and all amounts to be paid by the Stockholders for their share of the Escrow Indemnification Liability shall be paid in cash to the Escrow Agent by BSQUARE, and the Stockholders shall reimburse BSQUARE for such amounts pro rata in accordance with each Stockholder's proportionate interest in the Escrow Fund. The Escrow Agent shall deliver such amount of Escrow Cash and/or number of Escrow Shares as reimbursement to BSQUARE as BSQUARE requests in writing, which writing shall set forth the proportionate interest of each Stockholder in such reimbursement. Subject to the foregoing, each of the Escrow Indemnifying Parties shall contribute to the Escrow Indemnification Liability in such proportion as is appropriate to reflect the relative fault of each individual Escrow Indemnifying Party, including up to all respectssuch Escrow Indemnification Liability in the case of any tax liability arising from failure to provide correct information with respect to any taxes pursuant to Section 9(f). In all cases where there is no such basis for allocating contribution for such Escrow Indemnification Liability or except as otherwise provided in Section 9(e), one half of the total Escrow Indemnification Liability shall be paid out of the Escrow Cash and/or Escrow Shares and allocated pro rata among each of the Stockholders according to their proportionate interest therein, and one half of the total Escrow Indemnification Liability shall be paid by BSQUARE. Notwithstanding anything to the contrary, nothing in this Escrow Agreement shall be construed as absolving BSQUARE from fully indemnifying the Escrow Agent for any Escrow Loss or otherwise to the extent the Stockholders fail to comply with their indemnification obligations under this Escrow Agreement. The costs and expenses incurred by the Escrow Agent in enforcing any right of indemnification set forth in this Escrow Agreement shall be paid by BSQUARE. The Escrow Agent may resign at any time with at least 30 days' prior written notice to BSQUARE and the Stockholders' Agent; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows. BSQUARE and the Stockholders' Agent shall use their commercially reasonable best efforts to mutually agree upon a successor agent within 30 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, BSQUARE, with the consent of the Stockholders' Agent (which shall not be unreasonably withheld), shall have the right to appoint a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed Escrow Agent under this Escrow Agreement and it shall without further acts be vested with all the estates, properties, rights, powers and duties of the predecessor Escrow Agent as if originally named as Escrow Agent. If no successor escrow agent is named, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or the Escrow Agent may deposit the Escrow Fund with such court. Upon such deposit or upon the appointment of a successor Escrow Agent, the predecessor Escrow Agent shall be discharged from any further duties and liabilities under this Escrow Agreement. The provisions of this Section 9 and Section 10, to the extent applicable, shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement.

Duties of Escrow Agent. The duties Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent under disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Escrow Agreement shall be entirely made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be liable subject to, nor be under any obligation to any third party as a result ascertain or construe, the terms and conditions of any action other instruments or omission taken agreements, including specifically and without limitation, any other instruments or made by itagreements referred to in this Agreement, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, nor shall the Escrow Agent shall promptly initiate an appropriate legal proceeding be obligated to obtain a judicial determination inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the respective parties' rights to persons executing and delivering same. It is agreed that the Escrow Fund. No rights Agent's duties are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreementonly such as are herein specifically provided. The Escrow Agent shall have no duties except those which responsibility (1) for the disposition or investment of funds by the Corporation after they are expressly set forth herein, transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and it delivered to the subscribers. The Escrow Agent shall not be bound required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any notice of a claim, or demand liability with respect theretoto the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or any waiverlaws. Notwithstanding anything herein to the contrary, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel may be discharged from its duties under this Agreement upon notice of its own choosing in connection with this such discharge from the Corporation. Upon the discharge of the Escrow AgreementAgent, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim deliver all funds held hereunder to a person or damage incurred persons designated by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one handCorporation, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respectsterminate.

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In Except as otherwise set forth in Section 5(h), in the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.

Duties of Escrow Agent. The duties of the Escrow Agent under this Escrow Agreement shall be entirely administrative and the Escrow Agent shall not be liable to any third party as a result of any action or omission taken or made by it, if taken in good faith, except for gross negligence or willful misconduct in performing its duties. In the event of disagreement or dispute between Kendxx xxx Sellers with respect to disposition of the Escrow Fund, the Escrow Agent shall promptly initiate an appropriate legal proceeding to obtain a judicial determination of the respective parties' rights to the Escrow Fund. No rights are intended to be granted to any third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the indemnity account) indemnify, defend and hold harmless the Escrow Agent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the event that the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or damage incurred by the Escrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement, including but not limited to the Purchase Agreement, agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects.