Common use of Conditions to Escrow Clause in Contracts

Conditions to Escrow. The Agent agrees to hold the Escrow Amounts and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative agree that the Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative to perform in accordance with this Agreement. The acceptance by the Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Agent’s rights, duties, liabilities and immunities: (a) The Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Agent to inquire into such corporation’s, fiduciary’s or individual’s authority. (b) The Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct. (c) The Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agent. (f) Upon delivery of all of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representative.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Corpus in the Escrow Account and to perform in accordance with the terms and provisions of this Escrow Agreement. Parent, the Company Sellers and the Holders Representative Purchaser agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company Sellers or the Holders Representative Purchaser to perform in accordance with the Purchase Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Escrow Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, fiduciary’s or individual’s authority. (bc) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (cd) The In the event of any dispute or controversy among the parties hereto, the Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Escrow Agent in accordance with Section 16 12 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agent. (f) Upon delivery of all of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representative.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Deposit and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company Successor GP, HWG, LLC and the Holders Representative Sellers agree that the Escrow Agent does not assume any responsibility for the failure of Parent, Successor GP, the Company Parent Indemnitee or any of the Holders Representative Sellers to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act ---------------- upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Purchase Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving notice in writing of such resignation specifying a date (no earlier than thirty (30) days prior written notice of following the effective date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by Parent and HWG, LLC, and such successor accepts such appointment, the Escrow Agent shall continue to hold the Holders Representative Escrow Deposit and Parent, specifying otherwise comply with the effective date thereof. Within terms of this Agreement; provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute giving of the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs 's notice and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a if no such successor escrow agent has not been shall be appointed by Parent by the end of such within thirty (30) day perioddays of the Escrow Agent providing its notice, the Holders Representative Escrow Agent may, within five at the expense of Parent Indemnitee, (5i) business days after the end of Parent’s thirty (30) day period, appoint a successor escrow agent acceptable to Parent which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) may deposit the Escrow Deposit, together with any interest earned thereon, with the Clerk of the state courts of the State of Delaware, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent's duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement except as otherwise provided in Section 5(b). (f) Upon Except as otherwise provided in Section 5(b), upon delivery of all of the Escrow Amounts Deposit, together with any interest earned thereon, pursuant to the terms of Section 11 Sections 3 (a) above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between Parent, Successor GP or any Parent Indemnitee, on the one hand, and HWG, LLC or any Seller, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Deposit pending the resolution of such uncertainty to retain counsel and all reasonable and documented coststhe Escrow Agent's sole satisfaction, attorneys’ feesby final judgment of a court or courts of competent jurisdiction or otherwise, chargesor the Escrow Agent, disbursementsat its option, and expenses may, in connection final satisfaction of its duties hereunder, deposit the Escrow Deposit with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent state courts of the State of Delaware or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Shares and the Funds and to perform in accordance with the terms and provisions of this Agreement. Parent, the The Company and the Holders Representative Investor agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative Investor to perform in accordance with the Letter Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been executed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 6 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Letter Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect theretothereto or (ii) any waiver, modification, amendment, termination or any waiver rescission of this Agreement, until received by an officer in its trust division either case unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by the Investor and the Company and such successor accepts such appointment, the Escrow Agent shall continue to hold the Shares and the Funds and otherwise comply with the terms of this Agreement; and provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the Company and the Investor, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association or (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) Upon delivery of all of the Escrow Amounts Shares and all of the Funds pursuant to the terms of Section 11 3 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between the Investor, on the one hand, and the Company, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Shares or the Funds which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent Shares and the Holders RepresentativeFunds pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Escrowed Property in trust and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative The parties agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative parties to perform in accordance with this Agreementthe Transaction Agreements. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, fiduciary’s or individual’s authority. (bc) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (cd) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Escrow Agent in accordance with Section 16 11 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Escrow Agent reserves shall neither be responsible for, nor chargeable with knowledge of, the right terms and conditions of any other agreement, instrument or document between the other parties hereto, including, without limitation, the Purchase Agreement. This Agreement sets forth all matters pertinent to resign at any time by giving thirty (30) days prior written notice the escrow contemplated hereunder, and no additional obligations of the effective date Escrow Agent shall be inferred from the terms of resignation to this Agreement or any other agreement, instrument or document. (f) In the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute event that the Escrow Amounts then Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held hereunder, less the portion of Agent’s fees, costs and expenses payable in escrow until it shall be directed otherwise in writing by the FullyParties as set forth herein or by a final and non-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end appealable arbitral award or order of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for as set forth in Section 4(c) above. The Escrow Agent shall have the appointment of a successor agent. option, after five (f5) Upon delivery of all of the Escrow Amounts pursuant days’ notice to the terms Parties of Section 11 above or its intention to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all eventsdo so, to comply with file an action in interpleader requiring the Parties to answer and obey litigate any claims and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obediencerights among themselves. (g) In case Any corporation or association into which the Escrow Agent becomes involved in litigation on account may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the Escrow Amounts title to the whole property or this Agreement, it shall have the right to retain counsel trust estate and all reasonable of the trusts, powers, immunities, privileges, protections and documented costsall other matters as was its predecessor, attorneys’ feeswithout the execution or filing of any instrument or any further act, chargesdeed or conveyance on the part of any of the parties hereto, disbursementsanything herein to the contrary notwithstanding. (h) The parties acknowledge and agree that the Escrow Agent is a law firm and not a professional financial services firm in the business of providing professional escrow agent services. Each of the parties hereto acknowledges and agrees that the Escrow Agent may have previously or may at any time hereafter have a business relationship with one or more of the Parties (or their directors, officers, or affiliates) that is unrelated to the transactions contemplated hereby. Each of the Parties irrevocably and expenses unconditionally waives any and all claims of any conflict of interest in connection with the Escrow Agent’s professional representation of any such litigation shall be paid one-half by Party in any unrelated matter prior to, on, or after the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representativedate hereof. (i) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESCROW AGENT REPRESENTS HTHC AND BUYER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS AND THAT, IN THE EVENT OF A DISPUTE AMONG THE PARTIES HERETO, WILL HAVE A DIRECT CONFLICT OF INTEREST AND SHALL IMMEDIATELY CEASE ANY REPRESENTATION OF EITHER PARTY. EACH OF THE PARTIES HERETO ACKNOWELDGE AND AGREE THE POTENTIAL OR ACTUAL EXISTENCE OF SUCH CONFLICT OF INTEREST AND PROVIDES ITS INFORMED, KNOWING, AND VOLUNTARY WAIVER OF ANY SUCH APPARENT OR ACTUAL CONFLICT OF INTEREST.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Funds and to perform its obligations in accordance with the terms and provisions of this Escrow Agreement. Parent, the Company and the Holders Representative The Parties agree that the Escrow Agent does shall not assume any responsibility for the failure of Parent, the Company or the Holders Representative Parties to perform in accordance with the Purchase Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, conditions which the parties hereto Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties, duties and liabilities and immunitieshereunder: (a) The So long as the Escrow Agent exercises reasonable care, the Escrow Agent shall be (i) protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be, and (ii) shall be relieved from the necessity of satisfying itself as to the authority of the persons executing this Escrow Agreement in a representative capacity on behalf of any of the Parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciarypartnership, fiduciary or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, partnership’s, fiduciary’s or individual’s authority. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, reputable legal counsel in the event of any question as to any of the provisions hereof or the its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel. If the Escrow Agent becomes involved in litigation on account of this Escrow Agreement, subject it shall have the right to Section 13(b) above. The retain counsel and shall have a first lien on the Escrow Funds for any and all reasonable costs, attorneys’ fees, charges, disbursements, and documented costs of expenses in connection with such counsel’s services litigation; and shall be paid entitled to reimburse itself therefor out of the Escrow Funds and if it shall be unable to reimburse itself from the Escrow Funds, Buyer and Seller hereto jointly and severally agree to pay to the Escrow Agent on demand its reasonable charges, counsel and attorneys’ fees, disbursements, and expenses in accordance connection with Section 16 belowsuch litigation. Any such costs shall be borne equally by Buyer and Seller; provided that to the extent either Party does not pay such Party’s share Escrow Agent may satisfy itself from the Escrowed Funds or by pursuing any other available remedy against either Seller or Buyer. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, bound by any other agreement of the other parties hereto Parties, including, without limitation, the Purchase Agreement (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing). (e) The Escrow Agent reserves shall have the right to resign at any time by giving thirty (30) 30 calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving written notice (with such written notice being signed by Buyer and the Seller) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation to the Holders Representative and Parent, specifying the effective date thereofor termination. Within thirty (30) 30 calendar days after receiving or delivering the aforesaid notice, Parent as the case may be, the Parties agree to appoint a successor escrow agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Escrow Agent may shall distribute the Escrow Amounts property then held hereunder, less the portion amount of Agent’s fees, costs and expenses payable by any fees owing to the Fully-Diluted Stockholders from the Indemnity EscrowEscrow Agent hereunder as of such date. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) 30 day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid out of the Escrow Funds. Except as otherwise agreed to in writing by the Parties, the Escrow Funds shall not be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 5(e). (f) Upon delivery of all of the Escrow Amounts Funds pursuant to the terms of Section 11 4 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards (each, a “Final Order”) and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel to the effect that a judgment, order or decree is final and nonappealable and from a court of competent jurisdiction. (g) In case the Agent becomes involved in litigation on account event that (i) any dispute shall arise between the Parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Amounts Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Escrow Agreement whether because of conflicting demands by the other parties hereto or this Agreementotherwise, it the Escrow Agent shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The Parties further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same. (h) The Escrow Agent shall have the right to retain counsel and all reasonable and documented costsperform any of its duties hereunder through agents, attorneys’ fees, chargescustodians or nominees. (i) Any banking association or corporation into which the Escrow Agent may be merged, disbursementsconverted 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, anything herein to the contrary notwithstanding. (j) The Escrow Agent shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from each of Seller and Buyer, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended. Any tax returns required to be prepared and filed will be prepared and filed by Seller with the Internal Revenue Service in all years income is earned, whether or not income is received or distributed in any particular tax year, and expenses Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned by the Escrow Account. Any taxes payable on income earned from the investment of any sums held in connection with such litigation the Escrow Account shall be paid one-half by Seller, whether or not the income was distributed by the Fully-Diluted Stockholders from Escrow Agent during any particular year. The Escrow Agent shall have no obligation to pay any taxes or estimated taxes. (k) 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 ESCROW AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (l) In the Indemnity event that the Escrow Funds shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the Escrow Funds, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and one-half comply with all writs, orders or decrees so entered or issued, which it is advised by Parent legal counsel of its own choosing is binding upon it, whether with or as may without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be otherwise agreed among Parent and liable to any of the Holders RepresentativeParties or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree being subsequently reversed, modified, annulled, set aside or vacated.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Corpus in the Escrow Account and to perform in accordance with the terms and provisions of this Escrow Agreement. Parent, the Company Sellers and the Holders Representative Buyer agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company Sellers or the Holders Representative Buyer to perform in accordance with the Purchase Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Escrow Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority. (b) The Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct. (c) The Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agent. (f) Upon delivery of all of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representative.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Shares and Proceeds and to perform in accordance with the terms and provisions of this Agreement. ParentThe Company, the Company ZBI and the Holders Representative ZGNA agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative ZGNA to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 7 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Merger Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by ZGNA and the Company and such successor accepts such appointment, the Escrow Agent shall continue to hold the Escrow Shares and otherwise comply with the terms of this Agreement; provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the Company and ZGNA, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) may deposit the Escrow Shares and Proceeds ("Escrow Deposit") with the Clerk of the United States District Court for the District of Colorado, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent's duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) Upon delivery of all of the entire Escrow Amounts Shares to ZGNA, to the Transfer Agent for cancellation in full, or to ZGNA after prior delivery to the Transfer Agent, as the case may be, and the Proceeds, pursuant to the terms of Section 11 above 3 above, or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between ZGNA and ZBI, on the one hand, and the Company, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Shares or Proceeds which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Shares and Proceeds pending the resolution of such uncertainty to retain counsel the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise, or the Escrow Agent, at its option, may, in final satisfaction of its duties hereunder, deposit the Escrow Shares and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection Proceeds with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent United States District Court for the District of Colorado or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Shares and to perform in accordance with the terms and provisions of this Agreement. ParentThe Company, the Company ZBI and the Holders Representative ZGNA agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative ZGNA to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 7 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Merger Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by ZGNA and the Company and such successor accepts such appointment, the Escrow Agent shall continue to hold the Escrow Shares and otherwise comply with the terms of this Agreement; provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the Company and ZGNA, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) may deposit the Escrow Deposit with the Clerk of the United States District Court for the District of Colorado, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent's duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) Upon delivery of all of the entire Escrow Amounts Shares to ZGNA, to the Transfer Agent for cancellation in full, or to ZGNA after prior delivery to the Transfer Agent, as the case may be, pursuant to the terms of Section 11 above 3 above, or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between ZGNA and ZBI, on the one hand, and the Company, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Shares which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Shares pending the resolution of such uncertainty to retain counsel and all reasonable and documented coststhe Escrow Agent's sole satisfaction, attorneys’ feesby final judgment of a court or courts of competent jurisdiction or otherwise, chargesor the Escrow Agent, disbursementsat its option, and expenses may, in connection final satisfaction of its duties hereunder, deposit the Escrow Shares with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent United States District Court for the District of Colorado or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Deposit and to perform in accordance with the terms and provisions of this Agreement. ParentThe Sellers, the Company Sellers' Representative and the Holders Representative Buyer agree that the Escrow Agent does not assume any responsibility for the failure of Parentthe Sellers, the Company Sellers' Representative or the Holders Representative Buyer to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’sparty's authority, fiduciary’s capacity, existence or individual’s authorityidentity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart by the Buyer and the Sellers' Representative. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel counsel, including in-house counsel, in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 8 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Purchase Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by the Sellers' Representative and by the Buyer and such successor accepts such appointment, the Escrow Agent shall continue to hold the Escrow Deposit and otherwise comply with the terms of this Agreement; provided further that the parties to this Escrow Agreement agree to use their commercially reasonable efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the Buyer and the Sellers, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) deposit the Escrow Deposit with the Clerk of the Untied State District Court for the District of New York, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent's duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) If the Escrow Agent shall merge or consolidate with another entity or shall sell all or substantially all of its corporate trust business to another entity, and such surviving entity or transferee shall have total assets in excess of $100,000,000, such surviving entity or transferee, as applicable, shall be the escrow agent under this Agreement without any further act. (g) Upon delivery of all of the entire Escrow Amounts Deposit pursuant to the terms of Section 11 3 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (gh) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between the Buyer and the Purchase Subsidiary, on the one hand, and the Sellers and the Sellers' Representative, on the other hand. (i) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Deposit pending the resolution of such uncertainty to retain counsel and all reasonable and documented coststhe Escrow Agent's sole satisfaction, attorneys’ feesby final judgment of a court or courts of competent jurisdiction or otherwise, chargesor the Escrow Agent, disbursementsat its option, and expenses may, in connection final satisfaction of its duties hereunder, deposit the Escrow Deposit with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent United States District Court for the District of New York or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts and undertakes to perform in accordance with only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability under and no duty to inquire as to the terms and provisions of this Agreement. Parent, the Company and the Holders Representative agree that the Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative to perform in accordance with agreement other than this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms may rely upon and conditions, which the parties hereto agree shall govern and control with respect to the Agent’s rights, duties, liabilities and immunities: (a) The Agent shall not be protected in liable for acting or refraining from acting upon any written notice, request, waiver, consent, receipt instruction or other paper or document request furnished to it, not only as to its due execution it hereunder and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Agent in good faith believes believed by it to be genuine and what it purports to behave been signed or presented by the proper party or parties. Should it The Escrow Agent shall be necessary for the Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Agent under no duty to inquire into or investigate the validity, accuracy or content of any such corporation’s, fiduciary’s document. The Escrow Agent shall have no duty to solicit any payments which may be due it or individual’s authority. (b) the Escrow Amount. The Escrow Agent shall not be liable for any error of judgment or for any act done or step action taken or omitted by it in good faithfaith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to ACE Hi or AREH. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, or for any mistake of fact or law, or accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything which done, suffered or omitted in good faith by it may do in accordance with the advice or refrain from doing in connection herewithopinion of any such counsel, except for its own gross negligence, recklessness, bad faith accountants or willful misconduct. (c) The Agent may consult with, and obtain advice from, legal counsel in other skilled persons. In the event of any question that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions hereof or the duties hereunderof this Agreement, and it shall incur no liability be entitled to refrain from taking any action and its sole obligation shall be fully protected to keep safely all property held in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services escrow until it shall be paid to the Agent directed otherwise in accordance with Section 16 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, writing by any agreement all of the other parties hereto (whether or not it has any knowledge thereof) or by any notice a final order or judgment of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the appointment of a successor agent. (f) Upon delivery of all Escrow Agent has been advised of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason likelihood of such compliance loss or obedience. (g) In case the Agent becomes involved in litigation on account damage and regardless of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representativeform of action.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Shares and the Funds and to perform in accordance with the terms and provisions of this Agreement. Parent, the The Company and the Holders Representative Investor agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative Investor to perform in accordance with the Letter Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been executed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below.and (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Letter Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect theretothereto or (ii) any waiver, modification, amendment, termination or any waiver rescission of this Agreement, until received by an officer in its trust division either case unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by the Investor and the Company and such successor accepts such appointment, the Escrow Agent shall continue to hold the Shares and the Funds and otherwise comply with the terms of this Agreement; and provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the Company and the Investor, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association or (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) Upon delivery of all of the Escrow Amounts Shares and all of the Funds pursuant to the terms of Section 11 3 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between the Investor, on the one hand, and the Company, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Shares or the Funds which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent Shares and the Holders RepresentativeFunds pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise.

Conditions to Escrow. 2 The Escrow Agent agrees to hold the Escrow Amounts Deposit and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company Successor GP, HWG, LLC and the Holders Representative Sellers agree that the Escrow Agent does not assume any responsibility for the failure of Parent, Successor GP, the Company Parent Indemnitee or any of the Holders Representative Sellers to perform in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act _________________ 2 Subject to revision by Escrow Agent. upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, fiduciary’s or individual’s authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Purchase Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving notice in writing of such resignation specifying a date (no earlier than thirty (30) days prior written notice of following the effective date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by Parent and HWG, LLC, and such successor accepts such appointment, the Escrow Agent shall continue to hold the Holders Representative Escrow Deposit and Parent, specifying otherwise comply with the effective date thereof. Within terms of this Agreement; provided further that the parties to this Escrow Agreement agree to use their best efforts to mutually agree on a successor escrow agent within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute giving of the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs notice and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a if no such successor escrow agent has not been shall be appointed by Parent by the end of such within thirty (30) day perioddays of the Escrow Agent providing its notice, the Holders Representative Escrow Agent may, within five at the expense of Parent Indemnitee, (5i) business days after the end of Parent’s thirty (30) day period, appoint a successor escrow agent acceptable to Parent which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) may deposit the Escrow Deposit, together with any interest earned thereon, with the Clerk of the state courts of the State of Delaware, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent’s duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement except as otherwise provided in Section 5(b). (f) Upon Except as otherwise provided in Section 5(b), upon delivery of all of the Escrow Amounts Deposit, together with any interest earned thereon, pursuant to the terms of Section 11 Sections 3 (a) above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between Parent, Successor GP or any Parent Indemnitee, on the one hand, and HWG, LLC or any Seller, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Deposit which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Deposit pending the resolution of such uncertainty to retain counsel and all reasonable and documented coststhe Escrow Agent’s sole satisfaction, attorneys’ feesby final judgment of a court or courts of competent jurisdiction or otherwise, chargesor the Escrow Agent, disbursementsat its option, and expenses may, in connection final satisfaction of its duties hereunder, deposit the Escrow Deposit with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent state courts of the State of Delaware or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative agree that the Agent does not assume any responsibility for the failure of Parent, the Company or the Holders Representative to perform in accordance with this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, conditions which the parties hereto Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties, duties and liabilities and immunitieshereunder: (a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciarypartnership, fiduciary or individual acting on behalf of another party heretoSellers or the Tekelec Parties, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, partnership’s, fiduciary’s or individual’s authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity on behalf of Sellers and the Tekelec Parties. (b) The Escrow Agent acts hereunder solely as a mandatory and depositary and: (i) shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it (including, without limitation, the Purchase Agreement), for the form or execution of such instruments, for the identity, authority or right of any Person or party executing or depositing such instruments or for determining or compelling compliance therewith, and shall not otherwise be bound thereby; (ii) shall not be required to take notice of any default or to take any action with respect to such default involving any expense or liability, unless notice in writing of such default is formally given to the Escrow Agent, and unless it is indemnified and funded, in a manner reasonably satisfactory to it, against such expense or liability; (iii) may employ and consult counsel satisfactory to it, including in-house counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion of such counsel; and (iv) shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (c) The Escrow Agent may employ such counsel, accountants, appraisers, other experts, agents, agencies and advisors as it may reasonably require for the purpose of discharging its duties under this Agreement, and the Escrow Agent may act and shall be protected in acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct on the part of any of them. The reasonable costs of such services shall be added to and be part of the Escrow Agent’s fee hereunder. (d) The Escrow Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment on the part of the Escrow Agent. (e) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties or the exercise of any of its rights or powers unless indemnified as provided for herein, other than as a result of its own negligence, fault, willful misconduct, fraud or bad faith. (f) The Escrow Agent shall not be liable for any error of judgment judgment, or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessnessfault, bad faith or willful misconduct, fraud or bad faith. (cg) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid respect to the Agent delivery or non-delivery of any cash whether delivered by hand, wire transfer, registered mail or bonded courier, provided that in accordance with Section 16 belowthe case of non-delivery same does not result from the Escrow Agent’s fault or negligence. (dh) Sellers, on the one hand, and the Tekelec Parties, on the other, shall jointly indemnify the Escrow Agent and its officers, directors, employees, agents, successors and assigns and hold it and them harmless from and against any loss, fee, claim, demand, penalty, liability, damage, cost and expense of any nature incurred by the Escrow Agent and its officers, directors, employees, agents, successors and assigns arising out of or in connection with this Agreement or with the performance of its duties hereunder, including but not limited to, reasonable attorneys’ fees and other costs and expenses of defending or preparing to defend against any claim of liability, unless and except to the extent such loss, liability, damage, cost and expense shall be caused by the Escrow Agent’s or its officers’, directors’, employees’, agents’, successors’ or assigns’ negligence, fault, willful misconduct, fraud or bad faith. The foregoing indemnification and agreement to hold harmless shall survive the resignation or removal of the Escrow Agent or the termination of this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more parties exceed the amount of its annual fees collected under this Agreement or the amount of two thousand dollars ($2,000.00), whichever amount shall be greater, except in the case of negligence, fault, willful misconduct, fraud or bad faith of the Escrow Agent. (i) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Escrow Agent shall not be liable under any circumstances whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. (j) The Escrow Agent does not have any interest in the Escrow Funds but is serving as escrow agent only. This Section 7 shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent. (k) The Escrow Agent shall have no duties except those which are expressly set forth herein herein, and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or bound by any notice of a claim, claim or demand with respect theretoto, or any waiver waiver, modification, amendment, termination or rescission of this Agreement, until unless received by an officer in its trust division it in writing, and signed by the Parties hereto and if its duties herein are affected, unless it shall have given its prior written consent thereto. (el) The Escrow Agent reserves accepts the right duties and responsibilities under this Agreement as agent, and no trust is intended to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative be, or is or will be, created hereby and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance Agent shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agentowe no duties hereunder as trustee. (fm) The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of the Escrow Funds within escrow under this Agreement and the Purchase Agreement. (n) Upon delivery of all of the Escrow Amounts Funds pursuant to the terms of Section 11 above this Agreement or to a successor agentEscrow Agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, and non-appealable orders and decrees of any court an arbitrator pursuant to the provisions of competent jurisdiction which may be filed, entered or issued, Section 7.3 of the Purchase Agreement (a “Final Order”) and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel as to the effect of any Final Order. (go) In case the Agent becomes involved in litigation on account event that (i) any dispute shall arise between or among the Tekelec Parties, Sellers or any other Persons with respect to the distribution or release of any of the Escrow Amounts Funds held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement whether because of conflicting demands or otherwise, the Escrow Agent shall be permitted to deposit all of the Escrow Funds held hereunder into a court of competent jurisdiction, which, for purposes of this Agreement, it shall be the Superior Court for the Province of Québec, Commercial Division, for the Judicial District of Montreal (a “Court of Competent Jurisdiction”), and thereafter be fully relieved from any and all liability or obligation with respect to such Escrow Funds. Sellers and the Tekelec Parties further agree to pursue any recourse in connection with such a dispute, without making the Escrow Agent a party to the same. (p) The Escrow Agent shall have the right to retain counsel and all reasonable and documented costsperform any of its duties hereunder through agents, attorneys’ fees, chargescustodians or nominees provided that none of the foregoing may do so if it has a legal or ethical conflict of interest in doing so. (q) In the event that any of the Escrow Funds shall be attached, disbursementsseized, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the Escrow Funds under this Agreement, the Escrow Agent shall promptly notify Sellers and the Tekelec Parties of such event and the Escrow Agent is hereby expressly authorized to obey and comply with all writs, orders or decrees lawfully entered or issued, and expenses in connection the event that the Escrow Agent obeys or complies with any such litigation lawful writ, order or decree, it shall not be paid one-half liable to Sellers, the Tekelec Parties or to any other Person by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent reason of such compliance notwithstanding such writ, order or as may be otherwise agreed among Parent and the Holders Representativedecree being subsequently reversed, modified, annulled, set aside or vacated.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Deposit and to perform its obligations in accordance with the terms and provisions of this Agreement. Parent, The Investor and the Company and the Holders Representative agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Investor or the Company or the Holders Representative to perform their respective obligations in accordance with the Purchase Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent undertakes to perform only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstances be deemed a fiduciary for any of the Interested Parties. The Escrow Agent shall neither be responsible for, or chargeable with knowledge of the terms and conditions of any other agreement, instrument or document between the Interested Parties, in connection herewith, including without limitation the Purchase Agreement. This Agreement sets forth all matters pertinent to the duties contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any other agreement. (b) The parties to this Agreement hereby acknowledge and agree that all instructions, directions or other communications given by the Investor or the Company shall be made pursuant to a writing signed by a duly authorized officer of the Investor or the Company, as the case may be. The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, request, waiver, consent, receipt instruction or other paper or document request furnished to it, not only as to its due execution it hereunder and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, which the Agent in good faith believes believed by it to be genuine and what it purports to be. Should it be necessary for have been signed or presented by the Agent to act upon any instructions, directions, documents proper party or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Agent to inquire into such corporation’s, fiduciary’s or individual’s authorityparties. (bc) The Escrow Agent shall not be liable for any error action taken and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of judgment or its own choice and shall have full and complete authorization and protection for any act done or step action taken or omitted suffered by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct. (c) The Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting hereunder in good faith and in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agent. (f) Upon delivery of all of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representative.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Funds in the Escrow Account and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company CNLV and the Holders Representative Xxxxxxx agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company CNLV or the Holders Representative Faraday to perform in accordance with this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties Parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) a. The Escrow Agent shall have only those duties under this Agreement as are provided in this Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. b. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to provisions, provided that the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party Party hereto, it shall not which the Escrow Agent in good faith believes to be necessary for the Agent to inquire into such corporation’s, fiduciary’s or individual’s authoritygenuine. (b) c. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake faith in accordance with the terms and conditions of fact or lawthis Agreement, or for anything which it may do or refrain from doing in connection herewithwith this Agreement, except for to the extent caused or contributed to by its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) d. The Escrow Agent may consult shall neither be responsible for, nor chargeable with, knowledge of the terms and obtain advice fromconditions of any other agreement, legal counsel in instrument or document between the other Parties hereto. 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, instrument or document. e. In the event of any question as to that the Escrow Agent shall receive instructions, claims or demands from CNLV or Faraday which, in its reasonable opinion, materially conflict with any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agent. (f) Upon delivery of all of the Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall be entitled to refrain from taking any such potentially conflicting action until it shall be directed otherwise in writing jointly by CNLV and Faraday or by a final and non-appealable order of a court of competent jurisdiction. The Escrow Agent shall have the right option, after twenty (20) days’ notice to retain counsel CNLV and all reasonable Faraday, with concurrent notice to CNLV and documented costsGOED, attorneys’ feesof its intention to do so, charges, disbursements, to file an action in interpleader requiring CNLV and expenses in connection with such litigation shall be paid one-half by the Fully-Diluted Stockholders from the Indemnity Escrow Faraday to answer and one-half by Parent or as may be otherwise agreed litigate any claims and rights among Parent and the Holders Representativethemselves.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Corpus in the Escrow Account and to perform in accordance with the terms and provisions of this Escrow Agreement. Parent, the Company Sellers and the Holders Representative Buyer agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company Sellers or the Holders Representative Buyer to perform in accordance with the Purchase Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent shall have only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Escrow Agreement. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. (b) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority. (bc) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (cd) The In the event of any dispute or controversy among the parties hereto, the Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 12 below. (d) The Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Escrow Agent reserves shall neither be responsible for, nor chargeable with knowledge of, the right terms and conditions of any other agreement, instrument or document between the other parties hereto, except for the Purchase Agreement. This Escrow Agreement and the Purchase Agreement set forth all matters pertinent to resign at any time by giving thirty (30) days prior written notice the escrow contemplated hereunder, and no additional obligations of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may appoint a successor agent acceptable to the Holders Representative (which acceptance Escrow Agent shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders inferred from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end terms of such thirty (30) day periodany other agreement, the Holders Representative mayinstrument, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a court of competent jurisdiction for the appointment of a successor agentdocument. (f) Upon delivery of all In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from Buyer or Sellers which, in its opinion, conflict with any of the provisions of this Escrow Amounts pursuant Agreement and the Purchase Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in the Escrow until it shall be directed otherwise in writing jointly by Buyer and Sellers or by a final and non-appealable order of a court of competent jurisdiction. The Escrow Agent shall have the option, after seven (7) days' notice to Buyer and Sellers of its intention to do so, to file notice of arbitration requiring Buyer and Sellers to answer and arbitrate any claims and rights among themselves. Any such arbitration shall be subject to the terms and conditions of Section 11 above or to a successor agent, arbitration as set forth in the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obediencePurchase Agreement. (g) In case Any partnership, corporation or association into which the Escrow Agent becomes involved in litigation on account may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the Escrow Amounts title to the whole property or this Agreement, it shall have the right to retain counsel trust estate and all reasonable of the trusts, powers, immunities, privileges, protections and documented costsall other matters as was its predecessor, attorneys’ feeswithout the execution or filing of any instrument or any further act, chargesdeed or conveyance on the part of any of the parties hereto, disbursements, and expenses in connection with such litigation shall be paid one-half by anything herein to the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent or as may be otherwise agreed among Parent and the Holders Representativecontrary notwithstanding.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Funds and to perform its obligations in accordance with the terms and provisions of this Escrow Agreement. Parent, the Company and the Holders Representative The Parties agree that the Escrow Agent does shall not assume any responsibility for the failure of Parent, the Company or the Holders Representative Parties to perform in accordance with the Purchase Agreement or this Escrow Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which conditions that the parties hereto Parties agree shall govern and control with respect to the Escrow Agent’s rights, duties, duties and liabilities and immunitieshereunder: (a) The So long as the Escrow Agent exercises reasonable care, the Escrow Agent shall (i) be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and the effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be, and (ii) be relieved from the necessity of satisfying itself as to the authority of the persons executing this Escrow Agreement in a representative capacity on behalf of any of the Parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciarypartnership, fiduciary or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s, partnership’s, fiduciary’s or individual’s authority. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, reputable legal counsel in the event of any question as to any of the provisions hereof or the its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s services shall be paid to the Agent in accordance with Section 16 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, by any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver of this Agreement, until received by an officer in its trust division in writing. (e) The Agent reserves the right to resign at any time by giving thirty (30) 30 calendar days prior written notice of such resignation to the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving written notice (with such written notice being signed by Buyer and the Receiver) of such termination to the Escrow Agent, in each case specifying the effective date of such resignation to the Holders Representative and Parent, specifying the effective date thereofor termination. Within thirty (30) 20 calendar days after receiving or delivering the aforesaid notice, Parent as the case may be, the Parties agree to appoint a successor escrow agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) to which the Escrow Agent may shall distribute the Escrow Amounts property then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) 20 day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with any such proceeding shall be paid out pursuant to Section 8. If the Escrow Agent is terminated or resigns, except as otherwise agreed to in writing by the Parties, the Escrow Funds shall not be released from the Escrow Accounts unless and until a successor escrow agent has been appointed in accordance with this Section 6(d). (fe) Upon delivery of all of the Escrow Amounts Funds pursuant to the terms of Section 11 4 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgmentsand nonappealable determination, orders and decrees of finding, judgment and/or award in any state or federal court of competent jurisdiction which may be filed, entered or issued, (a “Final Order”) and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel to the effect that an arbitration award is final and nonappealable. (f) In the event that (i) any dispute shall arise between or among the Parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Escrow Agreement whether because of conflicting demands by the Parties or otherwise, the Escrow Agent shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The Parties further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same. (g) In case the The Escrow Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and all reasonable and documented costsperform any of its duties hereunder through agents, attorneys’ fees, chargescustodians or nominees. Any banking association or corporation into which the Escrow Agent may be merged, disbursementsconverted 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, anything herein to the contrary notwithstanding. (h) The Escrow Agent shall be under no obligation to invest the deposited funds or the income generated thereby until it has received a Form W-9 or W-8, as applicable, from Buyer, regardless of whether such party is exempt from reporting or withholding requirements under the Internal Revenue Code of 1986, as amended. Any tax returns required to be prepared and filed will be prepared and filed by Buyer with the Internal Revenue Service in all years income is earned, whether or not income is received or distributed in any particular tax year, and expenses the Escrow Agent shall have no responsibility for the preparation and/or filing of any tax return with respect to any income earned by the Escrow Accounts. The Parties agree that income earned from the investment of any sums held in connection with such litigation the Escrow Accounts shall be treated for United States tax purposes as income of Buyer. Any taxes payable on income earned from the investment of any sums held in the Escrow Accounts shall be paid one-half by Buyer, whether or not the income was distributed by the Fully-Diluted Stockholders from Escrow Agent during any particular year. The Escrow Agent shall have no obligation to pay any taxes or estimated taxes. (i) In the Indemnity event that any escrow property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and one-half comply with all writs, orders or decrees so entered or issued, which it is advised by Parent legal counsel of its own choosing is binding upon it, whether with or as may without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be otherwise agreed among Parent and liable to any of the Holders Representativeparties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Shares and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company The Stockholders and the Holders Representative AirNet agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company Stockholders or the Holders Representative AirNet to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent may conclusively rely, and shall be protected in acting upon or refraining from acting upon, any written notice, certification, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions but also as to the truth and accuracy of any information therein contained, contained which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to behave been signed and presented by the proper party or parties. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority, capacity, existence or identity. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. It is understood that any references herein to joint instructions or joint written instructions or words of similar import include any instructions signed in counterpart. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith negligence or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel including in-house counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 8 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(cbound by (i) above, by the Merger Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or (ii) any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Agreement unless the Escrow Agent agrees thereto in writing. (e) The Escrow Agent reserves the right to may resign at any time and be discharged from its duties and obligations hereunder by giving thirty notice in writing of such resignation specifying a date (30no earlier than 30 days following the date of such notice) when such resignation will take effect, provided, however, that until a successor escrow agent is appointed by the Stockholder Representative and by AirNet and such successor accepts such appointment, the Escrow Agent shall continue to hold the Escrow Shares and otherwise comply with the terms of this Agreement; PROVIDED FURTHER that the parties to this Escrow Agreement agree to use their reasonable efforts to mutually agree on a successor escrow agent within 30 days prior written after the giving of Escrow Agent's notice and if no such successor escrow agent shall be appointed within 30 days of the effective date of resignation to the Holders Representative and Parent, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid Escrow Agent providing its notice, Parent may the Escrow Agent may, at the expense of the AirNet and the Stockholders, (i) appoint a successor escrow agent acceptable to the Holders Representative which shall be a national or state-chartered banking, trust or savings association, (which acceptance shall not be unreasonably withheld or delayedii) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agent or (iii) may deposit the Escrow Shares with the Clerk of the United States District Court for the Southern District of Ohio, or with the office of the clerk of registry of any other court of competent jurisdiction, at which time the Escrow Agent's duties hereunder shall terminate. Any successor escrow agent shall execute and deliver an instrument accepting such appointment and it shall, without further acts, be vested with all the estates, properties, rights, powers and duties of the predecessor escrow agent as if originally named as escrow agent. The resigning Escrow Agent shall thereupon be discharged from any further obligations under this Escrow Agreement. (f) Upon delivery of all of the Escrow Amounts Shares pursuant to the terms of Section 11 Sections 2, 3 and 4 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees (not subject to appeal) of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) The Escrow Agent shall not have any responsibility or liability for the completeness, correctness or accuracy of any transactions between the AirNet, on the one hand, and Stockholders, on the other hand. (h) In case the Agent becomes involved in litigation on account of event that the Escrow Amounts Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Shares which, in its sole opinion, are in conflict with either other instructions received by it or any provision of this Agreement, it shall have without liability of any kind, be entitled to hold the right Escrow Shares pending the resolution of such uncertainty to retain counsel and all reasonable and documented coststhe Escrow Agent's sole satisfaction, attorneys’ feesby final judgment of a court or courts of competent jurisdiction or otherwise, chargesor the Escrow Agent, disbursementsat its option, and expenses may, in connection final satisfaction of its duties hereunder, deposit the Escrow Deposit with such litigation shall be paid one-half by the Fully-Diluted Stockholders from Clerk of the Indemnity Escrow and one-half by Parent United States District Court for the Southern District of Ohio or as may be otherwise agreed among Parent and with the Holders Representativeoffice of the clerk of registry of any other court of competent jurisdiction.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Funds and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company Huttig and the Holders Representative Parent agree that the Escrow Agent does not assume any responsibility for the failure of Parent, the Company Huttig or the Holders Representative Parent to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties, liabilities and immunities: (a) The Escrow Agent shall have no implied duties and only those duties as are specifically provided herein, which shall be deemed purely ministerial in nature, and shall under no circumstance be deemed a fiduciary for any of the other parties to this Agreement. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding or to take any other action that in Escrow Agent’s sole judgment may expose it to potential expense or liability. The Escrow Agent may consult nationally recognized legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto and shall incur no liability and shall be fully indemnified from any liability whatsoever in relying on and acting in good faith in accordance with the advice of such counsel. The reasonable and documented fees and expenses of any such counsel shall be paid to the Escrow Agent in accordance with Section 12. Parent and Huttig agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by Law or as Escrow Agent may reasonably request in connection with its duties hereunder. (b) The Escrow Agent is protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine true and what accurate. If it purports to be. Should it be is necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, fiduciary or individual acting on behalf of another party hereto, which the Escrow Agent in good faith believes to be genuine, it shall is not be necessary for the Escrow Agent to inquire into such the corporation’s, fiduciary’s or individual’s authority. (bc) The Escrow Agent shall not be liable for any error of judgment or for any act done or step action taken or omitted by it in good faith, or for any mistake faith except to the extent that a court of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own competent jurisdiction determines that the Escrow Agent’s gross negligence, recklessness, bad faith or willful misconduct. (c) The Agent may consult with, and obtain advice from, legal counsel misconduct in connection with its material breach of this Agreement was the event sole cause of any question as loss to any Parent or Huttig. In no event will Escrow Agent be liable for indirect, special, consequential or punitive damages or penalties (including, but not limited to lost profits) even if Escrow Agent has been advised of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions likelihood of such counsel, subject to Section 13(b) above. The reasonable damages or penalty and documented costs regardless of such counsel’s services shall be paid to the Agent in accordance with Section 16 belowform of action. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein neither be responsible for, nor chargeable with knowledge of, the terms and it shall not be boundconditions of any other agreement, other than as provided in Section 13(c) above, by any agreement of instrument or document between the other parties hereto (whether or not it has any knowledge thereof) or by any notice hereto, including, without limitation, the Merger Agreement. This Agreement sets forth all matters pertinent to the obligations of a claimthe Escrow Agent, or demand with respect thereto, and no additional obligations of the Escrow Agent shall be inferred from the terms of this Agreement or any waiver of this Agreementother agreement, until received by an officer in its trust division in writinginstrument or document. (e) The Agent reserves the right to resign If at any time by giving thirty time, (301) days prior written notice a dispute exists with respect to any obligation of the effective date of resignation Escrow Agent under this Agreement or (2) the Escrow Agent is unable to determine, to the Holders Representative and ParentEscrow Agent’s sole satisfaction, specifying the effective date thereof. Within thirty Escrow Agent’s proper actions with respect to its obligations hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: (30i) days after receiving suspend the aforesaid notice, Parent may appoint performance of any of its obligations (including without limitation any disbursement obligations) under this Agreement until such dispute or uncertainty is resolved to the sole satisfaction of the Escrow Agent or until a successor escrow agent acceptable to the Holders Representative is appointed; or (which acceptance shall not be unreasonably withheld ii) petition (by means of an interpleader action or delayedany other appropriate method) to which the Agent may distribute the Escrow Amounts then held hereunder, less the portion of Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s fees, costs and expenses. If a successor agent has not been appointed and has not accepted such appointment by the end of such thirty-five (35) day period, the Agent may apply to a any court of competent jurisdiction jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty and, to the appointment extent required or permitted by law, pay into such court, for holding and disposition by such court, all Escrow Funds, after deduction and payment to the Escrow Agent of a successor agentall fees and expenses (including court costs and attorneys’ fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with the performance of its duties and the exercise of its rights hereunder. The Escrow Agent will have no liability to Parent or Huttig for any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise due to any delay in any other action required or requested of the Escrow Agent. (f) Upon delivery of all of the The Escrow Amounts pursuant to the terms of Section 11 above or to a successor agent, the Agent shall thereafter be discharged from any further obligations hereunder. The Agent is hereby authorized, in any and all eventsits sole discretion, to comply with and obey a final court order or process entered by any and all final judgmentscourt with respect to the Escrow Funds, orders and decrees without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds 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 of competent jurisdiction order, or in case any court order shall be made or entered by any court affecting such property or any part thereof, then the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such court order which may be filed, entered or issued, and, it is advised by legal counsel selected by it is binding upon it; and if it shall so comply or obeythe Escrow Agent complies with any such court order, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance or obediencecompliance. (g) In case Any corporation or association into which the Escrow Agent becomes involved in litigation on account may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its escrow business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the successor escrow agent hereunder and vested with all of the Escrow Amounts title to the whole property or this Agreement, it shall have the right to retain counsel trust estate and all reasonable of the trusts, powers, immunities, privileges, protections and documented costsall other matters as was its predecessor, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation shall be paid one-half by without the Fully-Diluted Stockholders from the Indemnity Escrow and one-half by Parent execution or as may be otherwise agreed among Parent and the Holders Representativefiling of any instrument.

Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Amounts Account and to perform in accordance with the terms and provisions of this Agreement. Parent, the Company and the Holders Representative The parties hereto agree that the Escrow Agent does not assume any responsibility for the failure of Parent, any of the Company or the Holders Representative parties hereto to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s 's rights, duties, liabilities and immunities: (a) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it, not only as to its due execution and validity and effectiveness of its provisions provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any corporation, fiduciary, or individual acting on behalf of another party hereto, it shall not be necessary for the Escrow Agent to inquire into such corporation’s's, fiduciary’s 's or individual’s 's authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the persons executing this Agreement in a representative capacity. (b) The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own gross negligence, recklessness, bad faith recklessness or willful misconduct. (c) The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or the duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and instructions of such counsel, subject to Section 13(b) above. The reasonable and documented costs of such counsel’s 's services shall be paid to the Escrow Agent in accordance with Section 16 11 below. (d) The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound, other than as provided in Section 13(c) above, bound by the Merger Agreement or any agreement of the other parties hereto (whether or not it has any knowledge thereof) or by any notice of a claim, or demand with respect thereto, or any waiver waiver, modification, amendment, termination or rescission of this Agreement, until received by an officer in its trust division Corporate Trust Department in writing. (e) The Escrow Agent reserves the right to resign at any time by giving thirty (30) days prior written notice of the effective date of resignation to the Holders Representative and Parentresignation, specifying the effective date thereof. Within thirty (30) days after receiving the aforesaid notice, Parent may the parties to this Agreement, other than the Escrow Agent, agree to appoint a successor agent acceptable to the Holders Representative (which acceptance shall not be unreasonably withheld or delayed) Escrow Agent to which the Escrow Agent may distribute the Escrow Amounts property then held hereunder, less the portion of Escrow Agent’s fees, costs and expenses payable by the Fully-Diluted Stockholders from the Indemnity Escrow. If a successor agent has not been appointed by Parent by the end of such thirty (30) day period, the Holders Representative may, within five (5) business days after the end of Parent’s thirty (30) day period, appoint a successor agent acceptable to Parent (which acceptance shall not be unreasonably withheld or delayed) to which the Agent may distribute the Escrow Amounts then held hereunder, less the Agent’s 's fees, costs and expenses. If a successor agent Escrow Agent has not been appointed and has not accepted such appointment by the end of such thirtythe 30-five (35) day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor agentEscrow Agent, and the costs, expenses and reasonable attorneys' fees which are incurred in connection with such a proceeding shall be paid by the parties to this Agreement. (f) Upon delivery of all of the Escrow Amounts Account pursuant to the terms of Section 11 6 or 7 above or to a successor escrow agent, the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. (g) In case the event that any escrow property shall be attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding that such writ, order, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated. (h) If the Escrow Agent becomes involved in litigation on account of the Escrow Amounts or this Agreement, it shall have the right to retain counsel and shall have a first lien on the property deposited hereunder for any and all reasonable and documented costs, attorneys’ ' fees, charges, disbursements, and expenses in connection with such litigation litigation; and shall be paid one-half by entitled to reimburse itself therefor out of the Fully-Diluted Stockholders property deposited hereunder, and if it shall be unable to reimburse itself from the Indemnity property deposited hereunder, both parties agree to pay to the Escrow Agent on demand its reasonable charges, counsel and one-half attorneys' fees, disbursements and expenses in connection with such litigation in accordance with the terms of Section 11 below. Notwithstanding the foregoing sentence, the Escrow Agent shall not be entitled to take from the property deposited hereunder nor be entitled to receive moneys from the parties in the event such litigation finally determines that the Escrow Agent acted with gross negligence, recklessness or willful misconduct. (i) In the event that conflicting demands are made upon the Escrow Agent for any situation not addressed in this Agreement, the Escrow Agent may withhold performance of the terms of this Agreement until such time as said conflicting demands shall have been withdrawn or the rights of the respective parties shall have been settled by Parent court adjudication, arbitration, joint order or as otherwise. (j) Any corporation or association into which the Escrow Agent may be otherwise agreed among Parent converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become the Holders Representativesuccessor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.