Common use of Duties and Responsibilities of the Escrow Agent Clause in Contracts

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and Company. If no successor Escrow Agent is named by the Subscriber Subscribers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Subscriber Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, or in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including outside counsel fees, to the extent authorized hereunder and hereunder) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (aA) The Subscriber Each of the Assignor, the Assignee, and the Company acknowledge acknowledges and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either any of the Subscriber or Assignor, the Assignee, and the Company is entitled to receipt of the Company Documents Purchase Price, the Note and Subscriber Documents the Reissued Note pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property securities and funds held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (bB) The Subscriber Each of the Assignor, the Assignee, and the Company acknowledge acknowledges that the Escrow Agent is acting solely as a stakeholder at their the request of the Assignor and the Assignee and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber TheAssignor and Companythe Assignee, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Escrow Agent's ’s part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Assignor, the Assignee, and the Company under this Agreement and to no other person. (cC) The Subscriber Assignor and Company the Assignee, jointly and severally severally, agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (dD) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to all of the Subscriber Assignor, the Assignee, and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Assignor, the Assignee, and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents Purchase Price, the Note and Subscriber Documents the Reissued Note to a substitute Escrow Agent selected by the Subscriber Assignee, the Assignor, and the Company. If no successor Escrow Agent is named by the Subscriber Assignor, the Assignee, and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents Purchase Price, the Note and Subscriber Documents the Reissued Note with the clerk of any such court. (eE) The Escrow Agent does not have and will not have any interest in the Company Documents Purchase Price, the Note and Subscriber Documentsthe Reissued Note, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fF) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hG) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and Company. If no successor Escrow Agent is named by the Subscriber Subscribers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Subscriber Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Subscriber Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The In the event the Company does not receive its portion of the Escrowed Payment, then the Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents Shares and Subscriber Documents Escrowed Payment with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agentSubscriber, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber or Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Lender and Company the Companies acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Lender, the Companies or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Lender and Company the Companies acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Lender and Companythe Companies hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Lender and Company the Companies under this Agreement and to no other person. (c) The Subscriber Lender and Company the Companies shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $750. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Lender and the CompanyCompanies. Prior to the effective date of the resignation as specified in such notice, the Subscriber Lender and Company Companies will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Lender and Companythe Companies. If no successor Escrow Agent is named by the Subscriber Lender and Companythe Companies, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Lender or the Companies, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Lender and Companythe Companies, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchasers and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Agent, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchasers and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchasers and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchasers and the Company under this Agreement and to no other person. (c) The Subscriber Purchasers and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchasers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchasers and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchasers and the Company. If no successor Escrow Agent is named by the Subscriber Purchasers and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Creditor Parties or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Creditor Parties and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for reasonable fees of outside counsel feescounsel, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Agent and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Agent, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Agent and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Agent and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Agent and the Company under this Agreement and to no other person. (c) The Subscriber Agent and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Agent and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Agent and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Agent and the Company. If no successor Escrow Agent is named by the Subscriber Agent and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Creditor Parties or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Creditor Parties and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchasers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchasers or Company is entitled to receipt of the Company Documents and Subscriber Purchasers Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchasers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchasers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchasers and Company under this Agreement and to no other person. (c) The Subscriber Purchasers and Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchasers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchasers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchasers Documents to a substitute Escrow Agent selected by the Subscriber Purchasers and Company. If no successor Escrow Agent is named by the Subscriber Purchasers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchasers Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchasers Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchasers in any dispute as to the disposition of the Company Documents and Subscriber Purchasers Documents, in any other dispute between the Subscriber Purchasers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchasers Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ----------------------------------------------- duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow ----------------------------------------------------- Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including outside counsel fees, to the extent authorized hereunder and hereunder) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company Parties acknowledge and agree that the Escrow Agent (i) once in receipt of a Conversion Demand from NFM, shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company NFM is entitled to receipt of the Company Documents and Subscriber Documents Conversion Shares pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, including notice by facsimile transmission, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or partyParty, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; and (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five fifteen (515) days prior written notice of resignation to the Subscriber NFM and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company NFM will issue to the Escrow Agent a Joint Instruction instructions authorizing delivery of the Company Documents and Subscriber Documents Escrow Pool to a substitute Escrow Agent selected by by, and in the Subscriber and Companysole discretion of NFM. If Only in the event no successor Escrow Agent is named by the Subscriber and CompanyNFM, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York California for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Escrow Pool with the clerk of any such court. (ec) The In the event of a dispute with respect to entitlement to any properties held by the Escrow Agent, the Escrow Agent does not have may deposit said disputed properties with the Courts of the State or California after giving thirty (30) days notice to NFM and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting absolved from the making or retention of any investment in accordance all further liability with this Escrow Agreementrespect thereto. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hd) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Buyer and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Buyer or Company is entitled to receipt of the Company Documents and Subscriber Buyer Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Buyer and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and reasonably believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Buyer and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Buyer and Company under this Agreement and to no other person. (c) The Subscriber Buyer and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Buyer and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Buyer and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Buyer Documents to a substitute Escrow Agent selected by the Subscriber Buyer and Company. If no successor Escrow Agent is named by the Subscriber Buyer and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Buyer Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Buyer Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Company in any dispute as to the disposition of the Company Documents and Subscriber Buyer Documents, in any other dispute between the Subscriber Buyer and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Buyer Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Company acknowledges and Company acknowledge and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Transaction Documents and Subscriber Documents or Escrowed Funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge acknowledges that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree Company agrees to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree agrees to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Transaction Documents and Subscriber Documents the Escrowed Funds to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Transaction Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Transaction Documents and Subscriber Documentsor the Escrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Corporation acknowledges and Company acknowledge and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company Boxlight is entitled to receipt of the Company Documents and Subscriber Documents Escrowed Funds pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and Corporation acknowledges that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree Corporation agrees to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's partners’s officers, directors, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on the Escrow Agent's ’s part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to on behalf of Boxlight and the Subscriber and Company Subscribers under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the CompanyBoxlight. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company Boxlight will issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Documents and Subscriber Documents Escrowed Funds to a substitute Escrow Agent escrow agent selected by the Subscriber and CompanyBoxlight. If no successor Escrow Agent escrow agent is named by the Subscriber and CompanyBoxlight, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York Georgia for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Transaction Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (ed) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fe) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hf) The provisions of this Section 4.1 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Company Documents and Subscriber Documents Documents, respectively, pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and the Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days days’ prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and the Company. If no successor Escrow Agent is named by the Subscriber Subscribers and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Subscriber Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow ---------------------------------------------------- Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities of the Escrow Agent shall be subject to the following terms and conditions: (a) The Subscriber Investor and Company Guarantors acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent Agent, respectively, pursuant to this Agreement; (iiiii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof, and, without limiting the foregoing, the Escrow Agent may rely on faxed copies of signatures as if they were originals and may rely on e-mailed communications, as if they were written; (iviii) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so, and shall be under no obligation to verify or compare signatures; (viv) shall not be under any duty to give the property held by the Escrow Agent hereunder Agent, respectively, any greater degree of care than Escrow Agent gives its beyond what they ordinarily use for their own similar property; and (viv) may retain and consult with counsel satisfactory with respect to Escrow Agentany issues under this Agreement, at the Investor's and Guarantors' joint expense, and their reliance on the opinion of such counsel shall be deemed to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent Agent, respectively, hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Guarantors and Company Investor acknowledge that the Escrow Agent is acting solely as a stakeholder at their Guarantors' and Investor's request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent them to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Investor and CompanyGuarantors, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's its partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent them or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other personmisconduct. (c) The Subscriber Guarantors and Company jointly Investor agree that in any lawsuit, action or other legal proceeding arising out of or relating to this Agreement, including an action against the Escrow Agent, Guarantors and severally agree Investor shall pay their indemnification obligations to reimburse the Escrow Agent for outside counsel feesattorneys' fees and costs, in equal shares and in advance (to be supplemented thereafter on an on-going basis), regardless of the extent authorized hereunder and incurred in connection with nature of the performance of its duties and responsibilities hereunder. (d) The allegations against the Escrow Agent. Escrow Agent may at shall not be required to return any time resign as Escrow Agent hereunder such indemnification amounts unless it is conclusively determined by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction that it acted with gross negligence or engaged in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such courtwillful misconduct. (ed) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsShares, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fe) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gf) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The These provisions of this Section 4.1 4.04 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Company acknowledges and Company acknowledge and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Transaction Documents and Subscriber Documents or Escrowed Funds pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge acknowledges that the Escrow Agent is acting solely as a stakeholder at their its request and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree Company agrees to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on the Escrow Agent's ’s part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to on behalf of the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Transaction Documents and Subscriber Documents the Escrowed Funds to a substitute Escrow Agent escrow agent selected by the Subscriber and Company. If no successor Escrow Agent escrow agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Transaction Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (ed) The Escrow Agent does not have and will not have any interest in the Company Transaction Documents and Subscriber Documentsor the Escrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fe) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hf) The provisions of this Section 4.1 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Company Documents and Subscriber Documents Documents, respectively, pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and the Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days days’ prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and the Company. If no successor Escrow Agent is named by the Subscriber Subscribers and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company Parties acknowledge and agree that the Escrow Agent (i) once in receipt of a Redemption Demand from YCIG, shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company YCIG is entitled to receipt of the Company Documents and Subscriber Documents Purchase Agreement Shares Pool pursuant to, any other agreement or otherwise; (ii) shall not be responsible for, or have any duty to inquire into, or be required to enforce any of the terms and provisions of the Transaction Documents other than this Escrow Agreement; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Escrow Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or partyParty, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; and (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that Without limiting the Escrow Agent is acting solely as a stakeholder at their request and that foregoing, the Escrow Agent shall not be liable responsible for, or have any duty to inquire into, monitor or enforce obligations between MYDX and YCIG as to whether there was support or justification for any action taken by Escrow Agent in good faith and believed by the Escrow Agent to be authorized act in accordance with written instructions of YCIG in attached Exhibit A or within the rights or powers conferred upon any written alternative acceptable to Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless that included (with anything else) the Escrow Agent and any material or content of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person.Exhibit A. (c) The Subscriber and Company jointly and severally agree to reimburse In the event of the Escrow Agent for outside counsel feesAgent’s resignation and/or termination, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company YCIG will issue to the Escrow Agent a Joint Instruction instructions authorizing delivery of the Company Documents and Subscriber Documents Purchase Agreement Shares Pool to a substitute Escrow Agent selected by the Subscriber and CompanyYCIG. If no successor Escrow Agent is named by the Subscriber and CompanyYCIG, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Purchase Agreement Shares Pool with the clerk of any such court.. DY____MYDX DY____YCIG ______Escrow Agent (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hd) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Escrow Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Each of the Company and Company acknowledge Bellridge acknowledges and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents Escrow Funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Each of the Company and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and Bellridge acknowledges that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other personperson including, without limitation, Bellridge. (c) The Subscriber and Company jointly and severally agree agrees to reimburse the Escrow Agent agent for outside counsel fees, to fees and any other reasonable expenses incurred by the extent authorized hereunder and Escrow Agent which are incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent escrow agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Company and the CompanyBellridge. Prior to the effective date of the resignation as specified in such notice, the Subscriber Company and Company Bellridge will issue to the Escrow Agent a Joint Instruction mutual instructions (“Instructions”) authorizing delivery of the Company Documents and Subscriber Documents Escrow Funds to a substitute Escrow Agent escrow agent selected by the Subscriber and CompanyCompany or to the Company to be deposited into its operating account. If the Instructions provide for delivery to a substitute escrow agent and no successor Escrow Agent escrow agent is named by the Subscriber and Company, the Escrow Agent may apply to a court take any action available under the laws of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit assure the Company Documents and Subscriber Documents with continued safekeeping of the clerk Escrow Funds in any manner permitted under the laws of any such courtthe State of New York. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrow Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into created under the terms of this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchasers and Company Seller acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into into, whether either any of the Subscriber or Company is Purchasers and Seller are entitled to receipt of the Company Documents Shares and Subscriber Documents the Purchase Price pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Seller and Company Purchasers acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Seller and CompanyPurchasers, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Seller and Company Purchasers under this Agreement and to no other person. (c) The Subscriber Seller and Company Purchasers jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Seller and the CompanyPurchasers. Prior to the effective date of the resignation or teimination as specified in such notice, the Subscriber Seller and Company Purchasers will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents Shares and Subscriber Documents the Purchase Price to a substitute Escrow Agent selected by the Subscriber Seller and CompanyPurchasers. If no successor Escrow Agent is named by the Subscriber Seller and CompanyPurchasers, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents Shares and Subscriber Documents the Purchase Price with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents Shares and Subscriber Documentsthe Purchase Price, but and is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation or termination of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (aA) The Subscriber Each of the Assignor, the Assignee, and the Company acknowledge acknowledges and agree agrees that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either any of the Subscriber or Assignor, the Assignee, and the Company is entitled to receipt of the Company Documents original Note, Original Guaranty, Allonge and Subscriber Documents Purchase Price pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property securities and funds held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (bB) The Subscriber Each of the Assignor, the Assignee, and the Company acknowledge acknowledges that the Escrow Agent is acting solely as a stakeholder at their the request of the Assignor and the Assignee and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber Assignor and Companythe Assignee, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the Escrow Agent's ’s part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Assignor, the Assignee, and the Company under this Agreement and to no other person. (cC) The Subscriber Company, Assignor and Company Assignee, jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (dD) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to all of the Subscriber Assignor, the Assignee, and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Assignor, the Assignee, and the Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents original Note, Original Guaranty, Allonge and Subscriber Documents Purchase Price to a substitute Escrow Agent selected by the Subscriber Assignee, the Assignor, and the Company. If no successor Escrow Agent is named by the Subscriber Assignor, the Assignee, and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents original Note, Original Guaranty, Allonge and Subscriber Documents Purchase Price with the clerk of any such court. (eE) The Escrow Agent does not have and will not have any interest in the Company Documents original Note, Original Guaranty, Allonge and Subscriber DocumentsPurchase Price, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fF) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gG) The Escrow Agent shall be permitted to also act as counsel for the Subscriber in Assignee. The parties acknowledge they have been advised regarding any dispute as potential conflict arising form the such representation and after having a chance to the disposition discuss with counsel of the Company Documents and Subscriber Documents, in their choosing they waive any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues conflicts related to act as the Escrow Agent hereundersuch representation. (hH) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Investors and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iviii) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viiv) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Investors and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and reasonably believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Investors and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Investors and Company under this Agreement and to no other person. (c) The Subscriber Investors and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Investors and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Investors and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents Escrowed Funds to a substitute Escrow Agent selected by the Subscriber Investors and Company. If no successor Escrow Agent is named by the Subscriber Investors and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrowed Funds, but is serving only as escrow agentEscrow Agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Company in any dispute as to the disposition of the Company Documents and Subscriber DocumentsEscrowed Funds, in any other dispute between the Subscriber Investors and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents Escrowed Funds and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Lender and Company Borrower acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Lender or Company Borrower is entitled to receipt of the Company Documents and Subscriber Documents Escrowed Payment pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Lender and Company Borrower acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Lender and CompanyBorrower, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Lender and Company Borrower under this Agreement and to no other person. (c) The Subscriber Lender and Company Borrower jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Lender and the CompanyBorrower during which five day period, Escrow Agent is not obligated nor required to take any action, whatsoever and may refrain from taking any action. Prior to the effective date of the resignation as specified in such notice, the Subscriber Lender and Company Borrower will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Lender and CompanyBorrower. If no successor Escrow Agent is named by the Subscriber Lender and CompanyBorrower, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Escrowed Payment with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrowed Payment, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) The Lender and Borrower jointly and severally agree to indemnify the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (g) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Lender in any dispute as to the disposition of the Company Documents and Subscriber DocumentsEscrowed Payment, in any other dispute between the Subscriber Lender and CompanyBorrower, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the any Subscriber or the Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and Company. If no successor Escrow Agent is named by the Subscriber Subscribers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and Company jointly and severally agree to reimburse the Escrow Agent for reasonable outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (ai) The Subscriber Seller and Company acknowledge and Buyer agree that the Escrow Agent (iA) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Seller or Company is Buyer are entitled to receipt of the Company Documents Certificates and Subscriber Documents the Seller Deliverables or any escrowed funds pursuant to, any other agreement or otherwise; (iiB) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiC) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivD) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (vE) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (viF) may consult with counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Seller and Company Buyer acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Seller and Company, jointly and severally, Buyer agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents agents, and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the part of Escrow Agent's part Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Seller and Company Buyer under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.in

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Numerex, AD and Company Airdesk acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Numerex or Company Airdesk is entitled to receipt of the Company Documents and Subscriber Documents Numerex Stock pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Numerex, AD and Company Airdesk acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Numerex, AD and CompanyAirdesk, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Numerex, AD and Company Airdesk under this Agreement and to no other person. (c) The Subscriber Numerex, AD and Company Airdesk jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and its reasonable out-of-pocket expenses incurred in connection with the performance of its duties and responsibilities hereunderhereunder not to exceed $1,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five thirty (530) days prior written notice of resignation to the Subscriber Numerex, AD and the CompanyAirdesk. Prior to the effective date of the resignation as specified in such notice, the Subscriber Numerex, AD and Company Airdesk will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents Numerex Stock to a substitute Escrow Agent selected by the Subscriber Numerex, AD and CompanyAirdesk. If no successor Escrow Agent is named by the Subscriber Numerex, AD and CompanyAirdesk, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Numerex Stock with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsNumerex Stock, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be of the Escrow AgreementAgent’s own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for Numerex, AD, or Airdesk, as the Subscriber case may be, in any dispute as to the disposition of the Company Documents and Subscriber DocumentsNumerex Stock, in any other dispute between the Subscriber among Numerex, AD and CompanyAirdesk, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents Numerex Stock and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a1) The Subscriber and Company Parties acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Company or Company Standard Gold is entitled to receipt of the Company Documents and Subscriber Documents Escrowed Funds pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel reasonably satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b2) The Subscriber and Company Parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their its request and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber Company and Company, jointly and severally, Standard Gold agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on the Escrow Agent's ’s part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to on behalf of the Subscriber Company and Company Standard Gold under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d3) The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Company and the CompanyStandard Gold. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company Standard Gold will issue to the Escrow Agent a Joint Instruction written instruction, signed by a duly authorized officer of Standard Gold, authorizing delivery of the Company Documents and Subscriber Documents Escrowed Funds to a substitute escrow agent (“Substitute Escrow Agent Agent”) selected by the Subscriber and CompanyStandard Gold. If no successor Escrow Agent escrow agent is named by the Subscriber and CompanyStandard Gold within five (5) business days of the Escrow Agent’s resignation, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of to appoint a successor Escrow Agentescrow agent, and to deposit the Company Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (e4) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f5) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g6) The Escrow Agent shall be permitted to act as counsel for Standard Gold and the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not Standard Gold acknowledge that the Escrow Agent is then holding has acted as legal counsel to the Company in connection with the SEA Transaction Documents and Subscriber Documents this Agreement and continues will continue to act as provide such continue to provide legal services to the Escrow Agent hereunderCompany from time to time, including, but not limited to, any disputes arising under this Agreement. (h7) The provisions of this Section 4.1 4(e) shall survive the resignation of the Escrow Agent or the termination of this Agreement. (8) Resolution of disputes arising under this Agreement shall be subject to the following terms and conditions: (a) If any litigation shall arise with respect to the delivery, ownership, right of possession or disposition of the Escrowed Funds, or if the Escrow Agent shall in good faith be uncertain as to its duties or rights hereunder, the Escrow Agent shall be authorized, without liability to anyone, to, to (i) refrain from taking any action other than to continue to hold the Escrowed Funds pending receipt of a written instruction from Standard Gold, signed by a duly authorized officer of Standard Gold, or (ii) deposit the Escrowed Funds with any court of competent jurisdiction in the State of New York, in which event the Escrow Agent shall give written notice thereof to the Company and Standard Gold and shall thereupon be relieved and discharged from all further obligations pursuant to this Agreement. The Escrow Agent may, but shall be under no duty to, institute or defend any legal proceedings which relate to the Escrowed Funds. The Escrow Agent shall have the right to retain counsel if it becomes involved in any disagreement, dispute or litigation on account of this Agreement or otherwise determines that it is necessary to consult counsel. (b) The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Company, Standard Gold or to any other person, firm, corporation or entity by reason of such compliance.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser, BOA, Amphora and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, BOA, Amphora the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser, BOA, Amphora and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser, BOA, Amphora and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser, BOA, Amphora and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser, Amphora and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $4,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser, BOA, Amphora and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser, BOA, Amphora and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser, BOA, Amphora and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser, BOA, Amphora and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser, BOA, Amphora or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The In the event the Company does not receive its portion of the Escrowed Payment, then the Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.will

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchasers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchasers or Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchasers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchasers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchasers and Company under this Agreement and to no other person. (c) The Subscriber Purchasers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchasers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchasers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchasers and Company. If no successor Escrow Agent is named by the Subscriber Purchasers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Other than in connection with the Purchaser Legal Fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchasers in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, in any other dispute between the Subscriber Purchasers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and Company the Companies acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Companies or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and Company the Companies acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Companies hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company Companies under this Agreement and to no other person. (c) The Subscriber Purchaser and Company the Companies shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall be (subject to Section 4.1(b)) $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the CompanyCompanies. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company Companies will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and Companythe Companies. If no successor Escrow Agent is named by the Subscriber Purchaser and Companythe Companies, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Companies, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and Companythe Companies, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ----------------------------------------------- duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Guarantor and Company Purchaser acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Guarantor or Company Purchaser is entitled to receipt of the Company Documents and Subscriber Documents Escrow Shares pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Guarantor and Company Purchaser acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement, except in the case of gross negligence or willful misconduct. The Subscriber Guarantor and CompanyPurchaser, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Guarantor and Company Purchaser under this Agreement and to no other person. (c) The Subscriber Guarantor and Company Purchaser jointly and severally agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including outside counsel fees, to the extent authorized hereunder and hereunder) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Guarantor and the CompanyPurchaser. Prior to the effective date of the resignation as specified in such notice, the Subscriber Guarantor and Company Purchaser will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents Escrow Shares to a substitute Escrow Agent selected by the Subscriber Guarantor and CompanyPurchaser. If no successor Escrow Agent is named by the Subscriber Guarantor and CompanyPurchaser, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Escrow Shares with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrow Shares, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser in any dispute as to the disposition of the Company Documents and Subscriber Documents, any Escrow Shares in any other dispute between the Subscriber Guarantor and CompanyPurchaser, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents any Escrow Shares and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Lenders and Company the Companies acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Creditor Parties, the Companies or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Lenders and Company the Companies acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Lenders and Companythe Companies hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Lenders and Company the Companies under this Agreement and to no other person. (c) The Subscriber Lenders and Company the Companies shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent escrow agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Lenders and the CompanyCompanies. Prior to the effective date of the resignation as specified in such notice, the Subscriber Lenders and Company the Companies will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent escrow agent selected by the Subscriber Lenders and Companythe Companies. If no successor Escrow Agent escrow agent is named by the Subscriber Lenders and Companythe Companies, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Creditor Parties or the Companies, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Creditor Parties and Companythe Companies, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents Notes and Subscriber Documents Escrowed Payment to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents Notes and Subscriber Documents Escrowed Payment with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agentSubscriber, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Escrowed Payment, Company Documents and Subscriber Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Escrowed Payment, Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and Company. If no successor Escrow Agent is named by the Subscriber Subscribers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Escrowed Payment, Company Documents and Subscriber Documents with the clerk of any such court. (e) The Other than in connection with the Subscriber Legal Fees, the Escrow Agent does not have and will not have any interest in the Escrowed Payment, Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall may generally engage in any kind of business with either Company or Subscribers or any subsidiary or affiliate thereof as if it had not entered into this Agreement or any other agreement with them. Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) may now or hereafter be permitted to engaged in one or more transactions with either the Company or Subscribers or may act as counsel for trustee, agent or representative of either the Subscriber Company or Subscribers, or otherwise be engaged in any dispute as other transactions with such parties (collectively, the “Other Activities”). Without limiting the forgoing, Escrow Agent and its affiliates and their officers, directors, employees, and agents (including legal counsel) shall not be responsible to account to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunderSubscribers for such Other Activities. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a1) The Subscriber Seller and Company acknowledge and Buyer agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Seller or Company is Buyer are entitled to receipt of the Company Documents Certificates and Subscriber Documents the Seller Deliverables or any escrowed funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult with counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b2) The Subscriber Seller and Company Buyer acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Seller and Company, jointly and severally, Buyer agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents agents, and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the part of Escrow Agent's part Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Seller and Company Buyer under this Agreement and to no other person. The release by Escrow Agent of the Certificates or transfer of funds shall not in any way be deemed an "opinion" of counsel as to the tradability of the Shares or enforceability or legality of any agreement of the parties. (c3) The Subscriber Buyer and Company Seller, jointly and severally agree to severally, shall reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d4) The Escrow Agent may at any time resign as Escrow Agent escrow agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the CompanyBuyers. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company Buyer will issue to the Escrow Agent a Joint Instruction an instruction authorizing delivery of the Company Documents Seller Compensation, legal fees, and Subscriber Documents Escrow Fee, if applicable, together with the Seller's Deliverables and the Certificates to a substitute Escrow Agent escrow agent selected by the Subscriber and CompanyBuyer. If no successor Escrow Agent escrow agent is named by the Subscriber and CompanyBuyer within three business days, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Documents Seller Compensation, legal fees, Escrow Fee, if applicable, Certificates and Subscriber Documents Seller Deliverables with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f5) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h6) The provisions of this Section 4.1 4 shall survive the resignation of the any Escrow Agent or the termination of this Agreement. THE PARTIES ACKNOWLEDGE THAT THE ESCROW AGENT IS AND SHALL CONTINUE TO ACT AS BUYER'S AND/OR THE COMPANY'S COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY PURCHASE AND SALE OF THE SHARES, AS WELL AS OTHER MATTERS. NEITHER THE EXECUTION OF THIS AGREEMENT BY THE ESCROW AGENT, NOR ANY ACTIONS THAT THE ESCROW AGENT MAY TAKE PURSUANT TO THIS AGREEMENT SHALL UNDER ANY CIRCUMSTANCES OR FOR ANY REASON PREVENT THE ESCROW AGENT FROM HEREAFTER ACTING AS COUNSEL FOR ANY PARTY HERETO IN ANY MANNER AND FOR ANY PURPOSE WHATSOEVER, INCLUDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF BUYER AND SELLER HEREBY SPECIFICALLY WAIVES ANY CONFLICT OF INTERST WHICH MAY EXIST OR MAY HEREAFTER EXIST BY VIRTUE OF THE FACT THAT THE ESCROW AGENT IS NOW OR MAY AT ANY POINT HEREAFTER SIMULTANEOUL Y REPRESENT THE BUYER, ITS SUCCESSORS, ASSIGNS OR AFFILIATES, OR THEY COMPANY WHILE ACTING AS THE ESCROW AGENT HEREUNDER.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or the Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Escrow Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and the Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including reasonable counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent’s own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, in any other dispute between among the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent reasonably gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or fraud on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber PCMC, GPT, PCMS and Company Pro Travel acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company PCMS is entitled to receipt of the Company Documents and Subscriber Documents Escrowed Shares pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Escrow Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber PCMC, GPT, PCMS and Company Pro Travel acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Escrow Agreement. The Subscriber PCMC, GPT, PCMS and Company, jointly and severally, Pro Travel agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Escrow Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Escrow Agreement. The Escrow Agent shall owe a duty only to the Subscriber PCMC, GPT, PCMS and Company Pro Travel under this Escrow Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber PCMC, GPT, PCMS and the CompanyPro Travel. Prior to the effective date of the resignation as specified in such notice, the Subscriber PCMC, GPT, PCMS and Company Pro Travel will issue to the Escrow Agent a Joint Instruction joint written instructions authorizing delivery of the Company Documents and Subscriber Documents Escrowed Shares to a substitute Escrow Agent selected by the Subscriber and CompanyPCMC, GPT or PCMS. If no successor Escrow Agent is named by the Subscriber and Companynamed, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York Nevada for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Escrowed Shares with the clerk of any such court. (ed) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber DocumentsEscrowed Shares, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fe) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hf) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Escrow Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.this

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's -------------------------------------------------- duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent's choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent's gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent's choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $3,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent's choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Company and Company Gran Tierra acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Company or Company is Gran Tierra are entitled to receipt of the Company Transaction Documents and Subscriber Documents or Escrowed Funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Company and Company Gran Tierra acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Company and CompanyGran Tierra, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Company and Company Gran Tierra under this Agreement and to no other person. (c) The Subscriber Company and Company Gran Tierra jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Company and the CompanyGran Tierra. Prior to the effective date of the resignation as specified in such notice, the Subscriber Company and Company Gran Tierra will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Transaction Documents and Subscriber Documents the Escrowed Funds to a substitute Escrow Agent selected by the Subscriber Company and CompanyGran Tierra. If no successor Escrow Agent is named by the Subscriber Company and CompanyGran Tierra, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Transaction Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Transaction Documents and Subscriber Documentsor the Escrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Escrow Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, in any other dispute between the Subscriber Purchaser and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a1) The Subscriber Seller and Company acknowledge and Buyer agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Seller or Company is Buyer are entitled to receipt of the Company Documents Certificates and Subscriber Documents the Seller Deliverables or any escrowed funds pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult with counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b2) The Subscriber Seller and Company Buyer acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Seller and Company, jointly and severally, Buyer agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents agents, and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the part of Escrow Agent's part Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Seller and Company Buyer under this Agreement and to no other person. (c3) The Subscriber Buyer and Company Seller, jointly and severally agree to severally, shall reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d4) The Escrow Agent may at any time resign as Escrow Agent escrow agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the CompanyBuyers. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company Buyer will issue to the Escrow Agent a Joint Instruction an instruction authorizing delivery of the Company Documents Seller Compensation, Consulting Fee Reimbursement and Subscriber Documents Escrow Fee, if applicable, together with the Seller’s Deliverables and the Certificates to a substitute Escrow Agent escrow agent selected by the Subscriber and CompanyBuyer. If no successor Escrow Agent escrow agent is named by the Subscriber and CompanyBuyer within three business days, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Documents Seller Compensation, Escrow Fee, if applicable, Certificates and Subscriber Documents Seller Deliverables with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f5) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h6) The provisions of this Section 4.1 4 shall survive the resignation of the any Escrow Agent or the termination of this Agreement. THE PARTIES ACKNOWLEDGE THAT THE ESCROW AGENT IS AND SHALL CONTINUE TO ACT AS BUYER’S REPRESENTATIVE’S AND/OR THE COMPANY’S COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ANY PURCHASE AND SALE OF THE SHARES, AS WELL AS OTHER MATTERS. NEITHER THE EXECUTION OF THIS AGREEMENT BY THE ESCROW AGENT, NOR ANY ACTIONS THAT THE ESCROW AGENT MAY TAKE PURSUANT TO THIS AGREEMENT SHALL UNDER ANY CIRCUMSTANCES OR FOR ANY REASON PREVENT THE ESCROW AGENT FROM HEREAFTER ACTING AS COUNSEL FOR ANY PARTY HERETO IN ANY MANNER AND FOR ANY PURPOSE WHATSOEVER, INCLUDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF BUYER AND SELLER HEREBY SPECIFICALLY WAIVES ANY CONFLICT OF INTERST WHICH MAY EXIST OR MAY HEREAFTER EXIST BY VIRTUE OF THE FACT THAT THE ESCROW AGENT IS NOW OR MAY AT ANY POINT HEREAFTER SIMULTANEOULY REPRESENT THE BUYER’S REPRESENTATIVE OR THEY COMPANY WHILE ACTING AS THE ESCROW AGENT HEREUNDER.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement.. 105 (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (ai) The Subscriber Seller Representative and Company each of the Buyers acknowledge and agree that the Escrow Agent (ia) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Seller Representative or Company the Buyer is entitled to receipt of the Company Certificates, Transaction Documents and Subscriber Documents or Purchase Price pursuant to, to any other agreement or otherwise; (iib) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiic) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivd) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (ve) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vif) may consult with counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (bii) The Subscriber Seller Representative and Company acknowledge the Buyer acknowledges that the Escrow Agent is acting solely as a stakeholder at their its request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber Seller and Company, jointly and severally, the Buyer agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's ’s partners, employees, agents agents, affiliates and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on the part of the Escrow Agent's part Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Sellers and Company the Buyer under this Agreement and to no other person. (ciii) The Subscriber Buyer and Company jointly and severally Seller Representative agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (div) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Buyer and the CompanySeller Representative. Prior to the effective date of the resignation as specified in such notice, the Subscriber Buyer and Company Seller Representative, respectively, will issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Documents Purchase Price, the Certificates and Subscriber Transaction Documents to a substitute Escrow Agent escrow agent selected jointly by the Subscriber Buyer and Companythe Seller Representative. If no successor Escrow Agent escrow agent is agreed upon and named by the Subscriber Buyer and Companythe Seller Representative, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York Utah for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Documents Purchase Price, the Certificates and Subscriber Transaction Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fv) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hvi) The provisions of this Section 4.1 5 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $2,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such courtcourt and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or the Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Escrow Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and the Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, in any other dispute between among the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $4,000. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow ----------------------------------------------- Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or the Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any agreement other agreement or otherwisethan this Agreement; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and the Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between among the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Company or Company any other payee is entitled to receipt of the Company Documents and Subscriber Documents escrow funds pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Escrow Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their the request of the Company and the Majority in Interest and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Escrow Agreement. The Subscriber and Company, jointly and severally, agree to Company shall indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Escrow Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Escrow Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree agrees to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Company and the CompanyMajority in Interest. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will may issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Documents and Subscriber Documents escrow funds to a substitute Escrow Agent selected by the Subscriber Company and Companyapproved in writing by the Majority in Interest. If no successor Escrow Agent is so named by the Subscriber and Companyapproved, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents escrow funds with the clerk of any such court. (e) The Other than in connection with its legal fees, the Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsescrow funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Escrow Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Company in any dispute as to the disposition of the Company Documents and Subscriber Documentsescrow funds, in any other dispute between the Subscriber Subscribers and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Escrow Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or the Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity NEWYORK01 1039157v3 362761-000001 as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents Docum (f) ents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Company hereby waives any conflict of interest relating to the fact that the Escrow Agent is acting as counsel to the Subscribers in this transaction. The Company further agrees that the Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ----------------------------------------------- duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents Notes and Subscriber Documents Escrowed Payment to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents Notes and Subscriber Documents Escrowed Payment with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agentSubscriber, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Investor and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Investor or Company is entitled to receipt of the Company Documents and Subscriber Documents Investment Amount pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Investor and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement, except in the case of gross negligence or willful misconduct. The Subscriber Investor and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Investor and Company under this Agreement and to no other person. (c) The Subscriber Investors and Company jointly and severally agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including outside counsel fees, to the extent authorized hereunder and hereunder) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Investor and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Investor and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the all Company Documents and Subscriber Documents all Investment Amounts to a substitute Escrow Agent selected by the Subscriber Investor and Company. If no successor Escrow Agent is named by the Subscriber Investor and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the any Company Documents and Subscriber Documents any Investment Amounts with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the any Company Documents and Subscriber Documentsany Investment Amounts, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Investor or the Company, as the case may be, in any dispute as to the disposition of the any Company Documents and Subscriber Documentsor any Investment Amounts, in any other dispute between the Subscriber Investor and Company, whether or not the Escrow Agent is then holding the any Company Documents and Subscriber Documents or any Investment Amounts and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Holder and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Holder or Company is entitled to receipt of the Company Documents Redemption Funds and Subscriber Documents Conversion Shares pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Holder and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement, except in the case of gross negligence or willful misconduct. The Subscriber Holder and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Holder and Company under this Agreement and to no other person. (c) The Subscriber Holder and Company jointly and severally agree to reimburse the Escrow Agent for its reasonable out-of-pocket expenses (including outside counsel fees, to the extent authorized hereunder and hereunder) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Holder and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Holder and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents Redemption Funds and Subscriber Documents Conversion Shares to a substitute Escrow Agent selected by the Subscriber Holder and Company. If no successor Escrow Agent is named by the Subscriber Holder and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents any Redemption Funds and Subscriber Documents any Conversion Shares with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents Redemption Funds and Subscriber DocumentsConversion Shares, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Holders or any of them, in any dispute as to the disposition of the Company Documents Redemption Funds and Subscriber Documents, or the Conversion Shares and in any other dispute between the Subscriber Holder and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents any Redemption Funds or Conversion Shares and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Company and Company the Subscribers acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Transaction Documents and Subscriber Documents or Escrowed Funds pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by the Escrow Agent hereunder any greater degree of care than the Escrow Agent gives its own similar property, but in no event less than a reasonable amount of care; and (vi) may consult counsel satisfactory to the Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Company and Company the Subscribers acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon the Escrow Agent by this Agreement. The Subscriber Company and Company, jointly and severally, the Subscribers agree to indemnify and hold harmless the Escrow Agent and any of the Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by the Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or negligence, willful misconduct or material breach of this Agreement on the Escrow Agent's part committed in its capacity as the Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to on behalf of the Subscriber Company and Company the Subscribers under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as the Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint an Instruction authorizing delivery of the Company Transaction Documents and Subscriber Documents the Escrowed Funds to a substitute Escrow Agent escrow agent selected by the Subscriber and Company. If no successor Escrow Agent escrow agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agentescrow agent, and to deposit the Company Transaction Documents and Subscriber Documents Escrowed Funds with the clerk of any such court. (ed) The Escrow Agent does not have and will not have any interest in the Company Transaction Documents and Subscriber Documentsor the Escrowed Funds, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (fe) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto thereto, and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hf) The provisions of this Section 4.1 3.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or the Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Escrow Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel.. -------------------------------------------------------------------------------------------------------------------- (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and the Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the reasonable fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including reasonable counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall not be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, in any other dispute between among the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder.. -------------------------------------------------------------------------------------------------------------------- (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or the Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any agreement other agreement or otherwisethan this Agreement; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (v) shall not be responsible for the identity, authority or rights of any person, firm or corporation executing or delivering or purporting to execute or deliver this Agreement or any document deposited hereunder or any endorsement thereon or assignment thereof; (vi) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vivii) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and the Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to the extent authorized hereunder and ) incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordnace with advice of counsel (which counsel may be of the Escrow Agent’s own choosing), and shall not be liable for any mistake of fact or error of judgement or for any acts or omissions of any investment in accordance with this Escrow Agreementkind except for its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between among the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber 3.1.1 EBOF and Company PNGX acknowledge and agree that the Escrow Agent (i) once in receipt of a Conversion Demand from EBOF, shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company EBOF is entitled to receipt of the Company Documents and Subscriber Documents Settlement Shares pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or partyParty, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; and (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give . 3.1.2 In the property held by Escrow Agent hereunder any greater degree event of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to the Escrow Agent’s resignation and/or termination, the opinion of such counsel to be full EBOF and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company EBOF will issue to the Escrow Agent a Joint Instruction instructions authorizing delivery of the Company Documents and Subscriber Documents Settlement Shares Pool to a substitute Escrow Agent selected by the Subscriber and CompanyEBOF. If no successor Escrow Agent is named by the Subscriber and CompanyEBOF, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York Florida for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents Settlement Shares Pool with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) 3.1.3 The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser or Company is entitled to receipt of the Company Documents and Subscriber Purchaser Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and Company under this Agreement and to no other person. (c) The Subscriber Purchaser and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Purchaser Documents to a substitute Escrow Agent selected by the Subscriber Purchaser and Company. If no successor Escrow Agent is named by the Subscriber Purchaser and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Purchaser Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Purchaser Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser in any dispute as to the disposition of the Company Documents and Subscriber Purchaser Documents, or in any other dispute between the Subscriber Purchaser and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Purchaser Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Subscribers and Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Subscribers or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Subscribers and Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Subscribers and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's ’s part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber Subscribers and Company under this Agreement and to no other person. (c) The Subscriber Subscribers and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber Subscribers and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Subscribers and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber Subscribers and Company. If no successor Escrow Agent is named by the Subscriber Subscribers and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber Subscribers in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber Subscribers and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber duties and Company acknowledge and agree that responsibilities of the Escrow Agent (i) hereunder shall not be responsible for determined solely by the express provisions of this Escrow Agreement and no other or bound by, and further duties or responsibilities shall not be required implied. The Escrow Agent shall be under no obligation to inquire into whether either refer to the Subscriber Purchase Agreement or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement documents between or otherwise; among the parties related in any way to this Escrow Agreement. (iib) shall be obligated only for the performance of such duties as are specifically assumed by the The Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request instructions by Parent or document Shareholder furnished to it hereunder and reasonably believed by the Escrow Agent in good faith it to be genuine and to have been signed or presented by the proper person party or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counselparties. (bc) The Subscriber and Company acknowledge In the event that the Escrow Agent (i) shall be uncertain as to its duties or rights hereunder, (ii) shall receive instructions, claims or demands from any party hereto which conflict with any of the provisions of this Escrow Agreement, (iii) shall receive an objection from any party hereto with respect to the instructions given by any other party for the distribution of any of the Escrow Shares, or (iv) shall resign pursuant to Section 9 hereof and it does not receive joint written instructions regarding the disposition of the Escrow Shares, as provided therein, then the Escrow Agent shall refrain from taking any action and its sole obligation shall be (x) to keep safely all Escrow Shares held in escrow until it shall be directed otherwise by an order or judgment of a court of competent jurisdiction or (y) to deliver the Escrow Shares to a court of competent jurisdiction and commence an action for interpleader or its equivalent. The costs of the foregoing shall be borne by whichever of Parent or Shareholder is acting solely as a stakeholder at their request and that the losing party. (d) The Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent it in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber and Company, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty only to the Subscriber and Company under this Agreement and to no other person. (c) The Subscriber and Company jointly and severally agree to reimburse the Escrow Agent for outside counsel fees, to the extent authorized hereunder and incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to unless a court of competent jurisdiction in determines that the State of New York for appointment of a successor Escrow Agent, and to deposit ’s willful misconduct or gross negligence was the Company Documents and Subscriber Documents with the clerk cause of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereofloss to Parent or Target or Shareholder. The Escrow Agent shall not be liable for any loss resulting from the making or retention may consult with counsel of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to its own choice and, at its option, may act as its own counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunderconnection herewith. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Each Purchaser and each Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether any Purchaser, either the Subscriber Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Each Purchaser and each Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Each Purchaser and Companythe Companies hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchasers and Company the Companies under this Agreement and to no other person. (c) The Subscriber Purchasers and Company the Companies shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall be (subject to Section 4.1(b)) $1,500. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchasers and the CompanyCompanies. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchasers and Company the Companies will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchasers and Companythe Companies. If no successor Escrow Agent is named by the Subscriber Purchasers and Companythe Companies, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for any Purchaser or either or both of the Subscriber Companies, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between any Purchaser and either or both of the Subscriber and CompanyCompanies, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's Agent shall have no duties or obligations hereunder except those specifically set forth herein, and such duties and responsibilities obligations shall be subject to determined solely by the following terms and conditions:express provisions of this Agreement. (a) The Subscriber and Company acknowledge and agree that In connection with its duties hereunder, the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company is entitled to receipt of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting based solely and exclusively upon any written notice, request, consent, certificate, instruction, instrumentStatement, statementObjection Notice, request court order, or other document furnished to it hereunder and believed by the Escrow Agent in good faith it to be genuine and to have been signed or presented sent by the proper person party or partyparties, without being required and it shall not be necessary for the Escrow Agent to inquire into the authority of the signers thereof or to determine the authenticity accuracy or correctness completeness of any fact stated therein written notice, request, consent, certificate, instruction, court order, Statement, Objection Notice or other documents, except and to the propriety or validity or the service thereof; (iv) may assume that any person believed by the extent expressly provided in this Agreement. The Escrow Agent in good faith to shall not be authorized to give notice liable for anything it may do or make any statement or execute any document refrain from doing in connection with the provisions hereof is so authorized; (v) its duties hereunder except as a result of its own gross negligence, willful misconduct or bad faith. The Escrow Agent shall not be under responsible for any duty loss to give the property held by Escrowed Funds resulting from the investment thereof in accordance with the terms of this Agreement. The Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (vi) may consult its counsel satisfactory to Escrow Agent, the opinion of such counsel to and shall be full and complete authorization and protection protected in respect of any action taken, suffered taken or omitted to be taken by Escrow Agent hereunder it in good faith and in accordance with on the opinion advice of such counsel. (b) The Subscriber Sellers and Company acknowledge that the Buyer shall, jointly and severally, indemnify and hold the Escrow Agent is acting solely as a stakeholder at their request harmless for any liability, cost or expense, including reasonable attorneys' fees actually and reasonably incurred by the Escrow Agent, arising out of or relating to the performance of its duties hereunder; provided, however, that the Escrow Agent shall not be liable entitled to any indemnity hereunder if it is determined to have acted with gross negligence, in bad faith or with willful misconduct. The obligations of the Sellers and the Buyer under this Section 6(b) shall survive termination of this Agreement or resignation of the Escrow Agent. (c) By written instrument signed by the Sellers and the Buyer, the Escrow Agent may be removed as Escrow Agent at any time for any action taken by reason. The Escrow Agent in good faith and believed by may resign as Escrow Agent at any time upon prior written notice to be authorized the Sellers and the Buyer stating the effective date of such resignation. Upon receiving such notice of resignation or within upon such removal, the rights or powers conferred upon Sellers and the Buyer shall promptly appoint a successor Escrow Agent by this Agreement. The Subscriber a written instrument, and Company, jointly and severally, agree to indemnify and hold harmless no such resignation or removal shall be effective until the date upon which a successor Escrow Agent shall have been appointed and any of Escrow Agent's partners, employees, agents and representatives for any action taken or omitted to be taken by shall have accepted such appointment. Any such successor Escrow Agent or any of them hereunder, including appointed by the fees of outside counsel Sellers and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this AgreementBuyer shall be an Acceptable Bank. The Escrow Agent shall owe a duty only have no liability whatsoever to the Subscriber and Company under this Agreement and Sellers or the Buyer to no other person. (c) The Subscriber and Company jointly and severally agree advise, inform or make any comment as to reimburse the suitability, financial or otherwise, of any successor Escrow Agent so appointed. If a successor Escrow Agent is not appointed by the resignation date set forth in the notice from the Escrow Agent, the Escrow Agent for outside counsel feesmay petition a court of competent jurisdiction to name a successor. Until the successor Escrow Agent has accepted such appointment, to the extent authorized hereunder Escrow Agent shall hold the Escrowed Funds and incurred manage and distribute the Escrowed Funds in connection accordance with the performance provisions of its duties and responsibilities hereunderthis Agreement. (d) The Escrow Agent may at shall not be required to institute or defend any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation action or legal process involving any matter referred to herein which in any manner affects it or its duties or liabilities hereunder. In the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to event the Escrow Agent a Joint Instruction authorizing delivery shall institute or defend any such action or legal process, it shall do so only upon receiving full indemnity in an amount and of the Company Documents such character as it shall require, against any and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber all claims, liabilities, judgments, attorneys' fees and Company. If no successor Escrow Agent is named by the Subscriber and Companyother expenses of every kind in relation thereto, the Escrow Agent may apply to a court of competent jurisdiction except in the State case of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such courtits own willful misconduct or gross negligence. (e) The If any two parties, whether or not they are parties of this Agreement, shall be in disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by the Escrow Agent, or if any other dispute shall arise hereunder, or if the Escrow Agent does not have and will not have otherwise has any interest doubts as to the proper disposition of funds or any execution of any of its duties hereunder, the Escrow Agent may, at its sole discretion, file action in interpleader to resolve the Company Documents and Subscriber Documentssaid disagreement in New York State Supreme Court, but is serving only as escrow agentBuffalo, having only possession thereofNew York. The Escrow Agent shall not be liable indemnified for any loss resulting from the making or retention of any investment all costs, including reasonable attorneys' fees and expenses, in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any action, and all matters pertinent thereto and no implied duties or obligations shall be read into fully protected in suspending all or part of its activities under this AgreementAgreement until a final judgment in the interpleader action is received. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's Xxxxx Escrow’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Seller and Company Buyer each acknowledge and agree that the Xxxxx Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber or Company party is entitled to receipt of the Company Documents and Subscriber Documents Installment Payment or Shares, as the case may be, pursuant to, to any other agreement or otherwise; (ii) shall be obligated only for the performance of such duties as are specifically assumed by the Xxxxx Escrow Agent pursuant to this Agreement; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Xxxxx Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (iv) may assume that any person believed by the Xxxxx Escrow Agent in good faith to be authorized to give notice or make any statement or execute any document in connection with the provisions hereof is so authorized; (v) shall not be under any duty to give the property held by Xxxxx Escrow Agent hereunder any greater degree of care than Xxxxx Escrow Agent gives its own similar property; and (vi) may consult counsel satisfactory to Escrow AgentXxxxx Escrow, the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Xxxxx Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Seller and Company Buyer acknowledge that the Xxxxx Escrow Agent is acting solely as a stakeholder at their request and that the Xxxxx Escrow Agent shall not be liable for any action taken by Xxxxx Escrow Agent in good faith and believed by Xxxxx Escrow Agent to be authorized or within the rights or powers conferred upon Xxxxx Escrow Agent by this Agreement. The Subscriber Seller and CompanyBuyer, jointly and severally, agree to indemnify and hold harmless the Xxxxx Escrow Agent and any of Escrow Agent's Xxxxx Escrow’s partners, employees, agents and representatives for any action taken or omitted to be taken by Xxxxx Escrow Agent or any of them hereunder, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under this Agreement, except in the case of gross negligence or willful misconduct on Escrow Agent's Xxxxx Escrow’s part committed in its capacity as Xxxxx Escrow Agent under this Agreement. The Xxxxx Escrow Agent shall owe a duty only to the Subscriber Seller and Company Buyer under this Agreement and to no other person. (c) The Subscriber Seller and Company Buyer jointly and severally agree to reimburse the Xxxxx Escrow Agent for reasonable outside counsel fees, to the extent authorized hereunder and reasonably incurred in connection with the performance of its duties and responsibilities hereunder. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) days prior written notice of resignation to the Subscriber and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber and Company will issue to the Escrow Agent a Joint Instruction authorizing delivery of the Company Documents and Subscriber Documents to a substitute Escrow Agent selected by the Subscriber and Company. If no successor Escrow Agent is named by the Subscriber and Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents with the clerk of any such court. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documents, but is serving only as escrow agent, having only possession thereof. The Escrow Agent shall not be liable for any loss resulting from the making or retention of any investment in accordance with this Escrow Agreement. (f) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (g) The Escrow Agent shall be permitted to act as counsel for the Subscriber in any dispute as to the disposition of the Company Documents and Subscriber Documents, in any other dispute between the Subscriber and Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and continues to act as the Escrow Agent hereunder. (h) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.

Duties and Responsibilities of the Escrow Agent. The Escrow Agent's ’s duties and responsibilities shall be subject to the following terms and conditions: (a) The Subscriber Purchaser and the Company acknowledge and agree that the Escrow Agent (i) shall not be responsible for or bound by, and shall not be required to inquire into whether either the Subscriber Purchaser, the Company or Company any other party is entitled to receipt of any Document or all or any portion of the Company Documents and Subscriber Documents pursuant to, any other agreement or otherwiseEscrowed Payment; (ii) shall not be called upon to construe or review any Document or any other document, instrument or agreement entered into in connection therewith; (iii) shall be obligated only for the performance of such duties as are specifically assumed by the Escrow Agent pursuant to this Agreement; (iiiiv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it hereunder and believed by the Escrow Agent in good faith to be genuine and to have been signed or presented by the proper person or party, without being required to determine the authenticity or correctness of any fact stated therein or the propriety or validity or the service thereof; (ivv) may assume that any person believed by the Escrow Agent in good faith to be authorized purporting to give notice or make any statement or execute any document in connection with the provisions hereof is so authorizedhas been duly authorized to do so; (vvi) shall not be responsible for the identity, authority or rights of any person, firm or company executing or delivering or purporting to execute or deliver this Agreement or any Document or any funds deposited hereunder or any endorsement thereon or assignment thereof; (vii) shall not be under any duty to give the property held by Escrow Agent hereunder any greater degree of care than Escrow Agent gives its own similar property; and (viviii) may consult counsel satisfactory to Escrow Agent (including, without limitation, Loeb & Loeb, LLP or such other counsel of Escrow Agent’s choosing), the opinion of such counsel to be full and complete authorization and protection in respect of any action taken, suffered or omitted by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. (b) The Subscriber Purchaser and the Company acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and that the Escrow Agent shall not be liable for any action taken by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within the rights or powers conferred upon Escrow Agent by this Agreement. The Subscriber Purchaser and Companythe Company hereby, jointly and severally, agree to indemnify and hold harmless the Escrow Agent and any of Escrow Agent's ’s partners, employees, agents and representatives for from and against any action and all actions taken or omitted to be taken by Escrow Agent or any of them hereunderhereunder and any and all claims, losses, liabilities, costs, damages and expenses suffered and/or incurred by the Escrow Agent arising in any manner whatsoever out of the transactions contemplated by this Agreement and/or any transaction related in any way hereto, including the fees of outside counsel and other costs and expenses of defending itself against any claim or liability under claims, losses, liabilities, costs, damages and expenses arising in any manner whatsoever out the transactions contemplated by this AgreementAgreement and/or any transaction related in any way hereto, except in for such claims, losses, liabilities, costs, damages and expenses incurred by reason of the case of Escrow Agent’s gross negligence or willful misconduct on Escrow Agent's part committed in its capacity as Escrow Agent under this Agreementmisconduct. The Escrow Agent shall owe a duty only to the Subscriber Purchaser and the Company under this Agreement and to no other person. (c) The Subscriber Purchaser and the Company shall jointly and severally agree to reimburse the Escrow Agent for outside its reasonable out-of-pocket expenses (including counsel fees, to fees (which counsel may be Loeb & Loeb LLP or such other counsel of the extent authorized hereunder and Escrow Agent’s choosing) incurred in connection with the performance of its duties and responsibilities hereunder, which shall not (subject to Section 4.1(b)) exceed $[1,500 - 4,000]. (d) The Escrow Agent may at any time resign as Escrow Agent hereunder by giving five (5) business days prior written notice of resignation to the Subscriber Purchaser and the Company. Prior to the effective date of the resignation as specified in such notice, the Subscriber Purchaser and Company will issue to the Escrow Agent a Joint Instruction joint instruction authorizing delivery of the Company Documents and Subscriber Documents the Escrowed Payment to a substitute Escrow Agent selected by the Subscriber Purchaser and the Company. If no successor Escrow Agent is named by the Subscriber Purchaser and the Company, the Escrow Agent may apply to a court of competent jurisdiction in the State of New York for appointment of a successor Escrow Agent, and to deposit the Company Documents and Subscriber Documents the Escrowed Payment with the clerk of any such court, and/or otherwise commence an interpleader or similar action for a determination of where to deposit the same. (e) The Escrow Agent does not have and will not have any interest in the Company Documents and Subscriber Documentsthe Escrowed Payment, but is serving only as escrow agent, having only possession thereof. . (f) The Escrow Agent shall not be liable for any loss resulting from action taken or omitted by it in good faith and reasonably believed by it to be authorized hereby or within the making rights or retention of any investment powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with this advice of counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of the Escrow AgreementAgent’s choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind except to the extent any such liability arose from its own willful misconduct or gross negligence. (fg) This Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent thereto and no implied duties or obligations shall be read into this Agreement. (gh) The Escrow Agent shall be permitted to act as counsel for the Subscriber Purchaser or the Company, as the case may be, in any dispute as to the disposition of the Company Documents and Subscriber Documentsthe Escrowed Payment, in any other dispute between the Subscriber Purchaser and the Company, whether or not the Escrow Agent is then holding the Company Documents and Subscriber Documents and/or the Escrowed Payment and continues to act as the Escrow Agent hereunder. (hi) The provisions of this Section 4.1 shall survive the resignation of the Escrow Agent or the termination of this Agreement.