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

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the Escrow Account in accordance with the terms of this AgreementAgreement and no additional duties or obligations shall be implied hereunder. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for gross negligence or willful misconduct. The Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for duty with respect to the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductShares. (b) The Escrow Agent may is authorized to rely uponon any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or otherwise acting under this Agreement. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it, and it shall be fully protected in acting in accordance with this Agreement or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do soreceived. The Escrow Agent shall in no event incur any liability with respect to any action taken or omitted to be taken in good faith upon advice of legal counsel, which may at be counsel to any time request written instructions from party hereto, given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder. Escrow Agent shall not be bound in any way by any agreement or contract between the Underwriter and CBHI, including the Offerors with respect to Underwriting Agreement, whether or not the interpretation of this Agreement or Escrow Agent has knowledge of any action to be taken such agreement or suffered or not taken hereundercontract. (c) In CBHI and the event Underwriter hereby waive any suit, claim, demand or cause of action of any kind that they may have or may assert against the Escrow Agent shall be uncertain about arising out of or relating to the interpretation of this Escrow Agreement execution or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if performance by the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) unless such suit, claim, demand or cause of action is based upon the gross negligence or willful misconduct of the Escrow Agent promptly shall notify the Underwriter and the Offerors Agent. (and any other involved parties, if necessaryd) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the The Escrow Agent shall have the right (but not the obligation) no obligation to file suit take any legal action in interpleader connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate indemnity, as provided in such court their several claims and rights among themselves andthis subsection, upon the conclusion thereof, to act in accordance with the resolution of such litigationshall be furnished.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (and any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing agreements and ------------------------------------- obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in reasonable good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (and any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's This Agreement expressly and exclusively sets forth the duties hereunder are limited solely to the safekeeping of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to the Company, the Placement Agent, the purchasers or proposed purchasers of the Shares, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as duties. In performing its duties under this Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company or the Placement Agent to perform in accordance with the terms of this Agreement. It is agreed that the The Escrow Agent shall have no other duties liability with respect to the transfer or obligations hereunder except as expressly set forth herein, shall be responsible only for distribution of any funds affected by the performance of such duties and obligations, shall not be required Escrow Agent pursuant to take any action otherwise than wiring or transfer instructions provided to the Escrow Agent in accordance with the terms hereof, provisions of this Agreement. The Escrow Agent shall not be required obligated to perform take any acts that may violate legal action or to commence any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the transactions contemplated herebyEscrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company, the Placement Agent or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (d) The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any loss such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or damage that may occur by reason other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductkind hereunder. (be) The Escrow Agent may rely upon, execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be protected in acting or refraining from acting upon, entitled to seek the advice of legal counsel with respect to any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, matter arising under this Agreement and the Escrow Agent may assume shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Company shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (f) The Company represents and warrants to the Escrow Agent that there is no security interest in or lien on the Offering Proceeds or the earnings thereon or any person part of the Offering Proceeds or entity purporting such earnings; no financing statement under the Uniform Commercial Code of any jurisdiction or any comparable document is on file in any jurisdiction of the United States or any State thereof or of any foreign jurisdiction claiming a security interest in or describing, whether specifically or generally, the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to give instructions ascertain whether or not any security interest exists in connection the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any jurisdiction with provisions hereof has been duly authorized respect to do so. the Offering Proceeds, the earnings thereon or any part thereof. (g) The Escrow Agent may resign at any time request from its obligations under this Agreement by providing written instructions from notice to the Underwriter Company and the Offerors with respect to Placement Agent. Such resignation shall be effective on the interpretation of this Agreement or of any action to date set forth in such written notice, which shall be taken or suffered or not taken hereunder. no earlier than thirty (c30) days after such written notice has been furnished. In such event, the Company and the Placement Agent shall promptly appoint a successor escrow agent. In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement no successor escrow agent has been appointed on or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect prior to the Escrow Account that are in its opinion in conflict with any other instructions with respect date such resignation is to the Escrow Account that it has received or in conflict with any provision of this Agreementbecome effective, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking tender into the custody of any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, jurisdiction all funds and (iii) if other property then held by the Escrow Agent does not receive a notice signed by the Underwriter hereunder and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the right appointment of a successor escrow agent hereunder. (but not h) Any entity into which the obligationEscrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further act. (i) The Company and the Placement Agent agree to file suit in interpleader jointly and obtain an order severally indemnify, defend and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or judgment indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction requiring all persons involved to interplead have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and litigate any resignation or removal of the Escrow Agent. (j) The Company and the Placement Agent acknowledge that the Escrow Agent is serving as escrow agent for the limited purposes set forth herein and represent, covenant and warrant to the Escrow Agent that no statement or representation, whether oral or in such court their several claims and rights among themselves andwriting, has been or will be made to any purchaser or potential purchaser of the Shares to the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the conclusion thereof, to act merits of such investment or is otherwise involved in accordance any manner with the resolution transactions contemplated hereby, other than as escrow agent under this Agreement. It is further agreed that neither the Company nor the Placement Agent shall not use or permit the use of the name “SunTrust,” “SunTrust Bank,” “SunTrust Banks, Inc.” or any variation thereof in any sales presentation, placement or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent as escrow agent under this Agreement. Any breach or violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. (k) The Escrow Agent shall have no duty or responsibility for determining whether the Shares or the offer and sale thereof conform to the requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended or the securities laws of any foreign jurisdiction. The Company and the Placement Agent represent and warrant to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and all applicable securities laws of foreign jurisdictions and further represent and warrant that the Company and the Placement Agent have obtained and acted upon the advice of legal counsel with respect to such litigationcompliance with applicable Federal and state securities laws and applicable foreign jurisdiction securities laws. The Company and the Placement Agent acknowledge that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company and the Placement Agent jointly and severally agree to defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws or the securities laws of any applicable foreign jurisdiction; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company and the Placement Agent hereby agree that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (l) The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Company or the Placement Agent may be interested and may contract and lend money to the Company and the Placement Agent and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for the Company or the Placement Agent.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the Capital Securities in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing ------------------------------------- agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (and any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the Escrow Account in accordance with the terms of this AgreementAgreement and no additional duties or obligations shall be implied hereunder. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for gross negligence or willful misconduct. The Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for duty with respect to the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductShares. (b) The Escrow Agent may is authorized to rely uponon any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or otherwise acting under this Agreement. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it, and it shall be fully protected in acting in accordance with this Agreement or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do soreceived. The Escrow Agent shall in no event incur any liability with respect to any action taken or omitted to be taken in good faith upon advice of legal counsel, which may at be counsel to any time request written instructions from party hereto, given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder. Escrow Agent shall not be bound in any way by any agreement or contract between the Underwriter and OGDEN GOLF, including the Offerors with respect to Underwriting Agreement, whether or not the interpretation of this Agreement or Escrow Agent has knowledge of any action to be taken such agreement or suffered or not taken hereundercontract. (c) In OGDEN GOLF and the event Underwriter hereby waive any suit, claim, demand or cause of action of any kind that they may have or may assert against the Escrow Agent shall be uncertain about arising out of or relating to the interpretation of this Escrow Agreement execution or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if performance by the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) unless such suit, claim, demand or cause of action is based upon the gross negligence or willful misconduct of the Escrow Agent promptly shall notify the Underwriter and the Offerors Agent. (and any other involved parties, if necessaryd) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the The Escrow Agent shall have no obligation to take any legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and indemnity, as provided in this subsection, shall be furnished. The Underwriter and OGDEN GOLF jointly and severally agree to indemnify the right Escrow Agent and its officers, directors, employees and agents and save the Escrow Agent and its officers, directors, employees and agents harmless from and against any and all Claims (but not the obligationas hereinafter defined) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.Losses (as hereinafter defined) which may be incurred by the

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the Escrow Account in accordance with the terms of this AgreementAgreement and no additional duties or obligations shall be implied hereunder. It is agreed that the duties of the Escrow Agent are only such as herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for gross negligence or willful misconduct. The Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for duty with respect to the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductShares. (b) The Escrow Agent may is authorized to rely uponon any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Account or otherwise acting under this Agreement. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it, and it shall be fully protected in acting in accordance with this Agreement or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do soreceived. The Escrow Agent shall in no event incur any liability with respect to any action taken or omitted to be taken in good faith upon advice of legal counsel, which may at be counsel to any time request written instructions from party hereto, given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder. Escrow Agent shall not be bound in any way by any agreement or contract between the Underwriter and SKYPATH, including the Offerors with respect to Underwriting Agreement, whether or not the interpretation of this Agreement or Escrow Agent has knowledge of any action to be taken such agreement or suffered or not taken hereundercontract. (c) In SKYPATH and the event Underwriter hereby waive any suit, claim, demand or cause of action of any kind that they may have or may assert against the Escrow Agent shall be uncertain about arising out of or relating to the interpretation of this Escrow Agreement execution or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if performance by the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) unless such suit, claim, demand or cause of action is based upon the gross negligence or willful misconduct of the Escrow Agent promptly shall notify the Underwriter and the Offerors Agent. (and any other involved parties, if necessaryd) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the The Escrow Agent shall have the right (but not the obligation) no obligation to file suit take any legal action in interpleader connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate indemnity, as provided in such court their several claims and rights among themselves andthis subsection, upon the conclusion thereof, to act in accordance with the resolution of such litigationshall be furnished.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account and the delivery of the Escrow Funds in accordance with the terms of this Agreement, and no additional duties or obligations shall be implied hereunder. It is agreed that the duties of the Escrow Agent are only such as are herein specifically provided, being purely of a ministerial nature, and the Escrow Agent shall incur no liability whatsoever except for gross negligence or willful misconduct. The Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for duty with respect to the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductShares. (b) The Escrow Agent may is authorized to rely uponon any document believed by the Escrow Agent to be authentic in making any delivery of the Escrow Funds or otherwise acting under this Agreement. It shall have no responsibility for the genuineness or the validity of any document or any other item deposited with it, and it shall be fully protected in acting in accordance with this Agreement or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do soreceived. The Escrow Agent may at shall in no event incur any time request written instructions from the Underwriter and the Offerors liability with respect to the interpretation of this Agreement or of any action taken or omitted to be taken in good faith upon advice of legal counsel, which may be counsel to any party hereto, given with respect to any question relating to the duties and responsibilities of the Escrow Agent hereunder. The Escrow Agent shall not be bound in any way by any other agreement or suffered contract between the Sales Agents and EBFC, including the Agency Agreement, whether or not taken hereunderthe Escrow Agent has knowledge of any such agreement or contract. (c) In EBFC and the event Sales Agents hereby waive any suit, claim, demand or cause of action of any kind that they may have or may assert against the Escrow Agent shall be uncertain about arising out of or relating to the interpretation of this Escrow Agreement execution or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if performance by the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) unless such suit, claim, demand or cause of action is based upon the gross negligence or willful misconduct of the Escrow Agent promptly shall notify the Underwriter and the Offerors Agent. (and any other involved parties, if necessaryd) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the The Escrow Agent shall have the right (but not the obligation) no obligation to file suit take any legal action in interpleader connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which would or might involve it in any cost, expense, loss or liability unless security and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate indemnity, as provided in such court their several claims and rights among themselves andthis subsection, upon the conclusion thereof, to act in accordance with the resolution of such litigationshall be furnished.

Duties and Rights of the Escrow Agent. The foregoing agreements and ------------------------------------- obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's duties hereunder are limited solely to the safekeeping of the Escrow Account in accordance with the terms of this Agreement. It is agreed that the Escrow Agent shall have no other duties or obligations hereunder except as expressly set forth herein, shall be responsible only for the performance of such duties and obligations, shall not be required to take any action otherwise than in accordance with the terms hereof, shall not be required to perform any acts that may violate any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or in connection with any of the transactions contemplated hereby, including, but not limited to, any loss or damage that may occur by reason of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconduct. (b) The Escrow Agent may rely upon, and shall be protected in acting or refraining from acting upon, any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, and the Escrow Agent may assume that any person or entity purporting to give instructions in connection with provisions hereof has been duly authorized to do so. The Escrow Agent may at any time request written instructions from the Underwriter and the Offerors with respect to the interpretation of this Agreement or of any action to be taken or suffered or not taken hereunder. (c) In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect to the Escrow Account that are in its opinion in conflict with any other instructions with respect to the Escrow Account that it has received or in conflict with any provision of this Agreement, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (and any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, and (iii) if the Escrow Agent does not receive a notice signed by the Underwriter and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall have the right (but not the obligation) to file suit in interpleader and obtain an order or judgment from a court of competent jurisdiction requiring all persons involved to interplead and litigate in such court their several claims and rights among themselves and, upon the conclusion thereof, to act in accordance with the resolution of such litigation.

Duties and Rights of the Escrow Agent. The foregoing agreements and obligations of the Escrow Agent are subject to the following provisions: (a) The Escrow Agent's This Agreement expressly and exclusively sets forth the duties hereunder are limited solely to the safekeeping of the Escrow Account Agent with respect to any and all matters pertinent hereto, which duties shall be deemed purely ministerial in nature, and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to the Company, the Placement Agent, the purchasers or proposed purchasers of the Shares, or any other person or entity under this Agreement. The permissive rights of the Escrow Agent to do things enumerated in this Agreement shall not be construed as duties. In performing its duties under this Agreement, or upon the claimed failure to perform its duties, the Escrow Agent shall not be liable for any damages, losses or expenses other than damages, losses or expenses which have been finally adjudicated by a court of competent jurisdiction to have directly resulted from the Escrow Agent’s willful misconduct or gross negligence. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be responsible or liable for the failure of the Company or the Placement Agent to perform in accordance with the terms of this Agreement. It is agreed that the The Escrow Agent shall have no other duties liability with respect to the transfer or obligations hereunder except as expressly set forth herein, shall be responsible only for distribution of any funds affected by the performance of such duties and obligations, shall not be required Escrow Agent pursuant to take any action otherwise than wiring or transfer instructions provided to the Escrow Agent in accordance with the terms hereof, provisions of this Agreement. The Escrow Agent shall not be required obligated to perform take any acts that may violate legal action or to commence any applicable laws, and shall not be liable or responsible in any manner for any loss or damage arising by reason of any act or omission to act hereunder or proceedings in connection with this Agreement or any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedings. (b) No provision of this Agreement shall require the transactions contemplated herebyEscrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Agreement. (c) This Agreement constitutes the entire agreement between the Escrow Agent, the Company and the Placement Agent in connection with the subject matter of this Agreement, and no other agreement entered into by the Company or the Placement Agent related to the subject matter of this Agreement, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof. (d) The Escrow Agent shall in no way be responsible for nor shall it be its duty to notify the Company, the Placement Agent or any other person or entity interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith unless such notice is explicitly provided for in this Agreement. (e) The Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items directing investment or non-investment of funds, items requesting or authorizing release, disbursement or retainage of the subject matter of this Agreement and items amending the terms of this Agreement. The Escrow Agent shall be under no duty or obligation to inquire into or investigate the validity, accuracy or content of any loss such notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or damage that may occur by reason other paper or document. The Escrow Agent shall have no duty or obligation to make any formulaic calculations of forgery, false representation, the exercise of its discretion in any particular manner or for any other reason, except any loss or damage arising by reason of its gross negligence or willful misconductkind hereunder. (bf) The Escrow Agent may rely upon, execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall be protected in acting or refraining from acting upon, entitled to seek the advice of legal counsel with respect to any written instructions furnished to it hereunder and in good faith believed by it to be genuine or presented by the proper party or parties, matter arising under this Agreement and the Escrow Agent may assume shall have no liability and shall be fully protected with respect to any action taken or omitted pursuant to the advice of such legal counsel. The Company shall promptly pay, upon demand by the Escrow Agent, the reasonable and documented fees and expenses of any such legal counsel. (g) The Company represents and warrants to the Escrow Agent that there is no security interest in or lien on the Offering Proceeds or the earnings thereon or any person part of the Offering Proceeds or entity purporting such earnings; no financing statement under the Uniform Commercial Code of any jurisdiction or any comparable document is on file in any jurisdiction of the United States or any State thereof or of any foreign jurisdiction claiming a security interest in or describing, whether specifically or generally, the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings; and the Escrow Agent shall have no responsibility at any time to give instructions ascertain whether or not any security interest exists in connection the Offering Proceeds or the earnings thereon or any part of the Offering Proceeds or such earnings or to file any financing statement under the Uniform Commercial Code of any jurisdiction with provisions hereof has been duly authorized respect to do so. the Offering Proceeds, the earnings thereon or any part thereof. (h) The Escrow Agent may resign at any time request from its obligations under this Agreement by providing written instructions from notice to the Underwriter Company and the Offerors with respect to Placement Agent. Such resignation shall be effective on the interpretation of this Agreement or of any action to date set forth in such written notice, which shall be taken or suffered or not taken hereunder. no earlier than thirty (c30) days after such written notice has been furnished. In such event, the Company and the Placement Agent shall promptly appoint a successor escrow agent. In the event that the Escrow Agent shall be uncertain about the interpretation of this Escrow Agreement no successor escrow agent has been appointed on or about its rights or obligations hereunder or the propriety of any action contemplated hereunder, or if the Escrow Agent shall receive instructions with respect prior to the Escrow Account that are in its opinion in conflict with any other instructions with respect date such resignation is to the Escrow Account that it has received or in conflict with any provision of this Agreementbecome effective, (i) the Escrow Agent promptly shall notify the Underwriter and the Offerors (and any other involved parties, if necessary) of such uncertainty or inconsistent instructions, (ii) the Escrow Agent shall be entitled to refrain from taking tender into the custody of any action other than to keep safely the Escrow Account until it shall be directed otherwise in writing signed by the Underwriter and the Offerors (any other involved parties, if necessary) or by a final order or judgment of a court of competent jurisdiction, jurisdiction all funds and (iii) if other property then held by the Escrow Agent does not receive a notice signed by the Underwriter hereunder and the Offerors (and any other involved parties, if necessary) resolving such uncertainty or inconsistent instructions within a reasonable time, the Escrow Agent shall thereupon be relieved of all further duties and obligations under this Agreement; provided, however, that any such action of the Escrow Agent shall not deprive the Escrow Agent of its compensation and right to reimbursement of expenses hereunder arising prior to such action and discharge of the Escrow Agent of its duties hereunder. The Escrow Agent shall have no responsibility for the right appointment of a successor escrow agent hereunder. (but not i) Any entity into which the obligationEscrow Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all the escrow business of the Escrow Agent may be transferred, shall be the Escrow Agent under this Agreement without further act. (j) The Company and the Placement Agent agree to file suit in interpleader jointly and obtain an order severally indemnify, defend and hold harmless the Escrow Agent and each of the Escrow Agent’s officers, directors, agents and employees (the “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, expenses and costs (including, without limitation, attorneys’ fees and expenses) of every nature whatsoever (collectively, “Losses”) which any such Indemnified Party may incur and which arise directly or judgment indirectly from this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Indemnified Party shall be entitled to indemnity with respect to Losses that have been finally adjudicated by a court of competent jurisdiction requiring all persons involved to interplead have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The provisions of this section shall survive the termination of this Agreement and litigate any resignation or removal of the Escrow Agent. (k) The Company and the Placement Agent acknowledge that the Escrow Agent is serving as escrow agent for the limited purposes set forth herein and represent, covenant and warrant to the Escrow Agent that no statement or representation, whether oral or in such court their several claims and rights among themselves andwriting, has been or will be made to any purchaser or potential purchaser of the Shares to the effect that the Escrow Agent has investigated the desirability or advisability of investment in the Shares or approved, endorsed or passed upon the conclusion thereof, to act merits of such investment or is otherwise involved in accordance any manner with the resolution transactions contemplated hereby, other than as escrow agent under this Agreement. It is further agreed that neither the Company nor the Placement Agent shall not use or permit the use of the name “SunTrust,” “SunTrust Bank,” “SunTrust Banks, Inc.” or any variation thereof in any sales presentation, placement or offering memorandum or literature pertaining directly or indirectly to the Offering except strictly in the context of the duties of the Escrow Agent as escrow agent under this Agreement. Any breach or violation of the paragraph shall be grounds for immediate termination of this Agreement by the Escrow Agent. (l) The Escrow Agent shall have no duty or responsibility for determining whether the Shares or the offer and sale thereof conform to the requirements of applicable Federal or state securities laws, including but not limited to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended or the securities laws of any foreign jurisdiction. The Company and the Placement Agent represent and warrant to the Escrow Agent that the Shares and the Offering will comply in all respects with applicable Federal and state securities laws and all applicable securities laws of foreign jurisdictions and further represent and warrant that the Company and the Placement Agent have obtained and acted upon the advice of legal counsel with respect to such litigationcompliance with applicable Federal and state securities laws and applicable foreign jurisdiction securities laws. The Company and the Placement Agent acknowledge that the Escrow Agent has not participated in the preparation or review of any sales or offering material relating to the Offering or the Shares. In addition to any other indemnities provided for in this Agreement, the Company and the Placement Agent jointly and severally agree to defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses incurred by any of the Indemnified Parties which directly or indirectly arise from any violation or alleged violation of any Federal or state securities laws or the securities laws of any applicable foreign jurisdiction; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder with respect to any Losses that have been finally adjudicated by a court of competent jurisdiction to have been directly caused by such Indemnified Party’s gross negligence or willful misconduct. The Company and the Placement Agent hereby agree that the indemnifications and protections afforded the Escrow Agent and the other Indemnified Parties in this section shall survive the termination of this Agreement and any resignation or removal of the Escrow Agent. (m) The Escrow Agent and any director, officer or employee of the Escrow Agent may become pecuniarily interested in any transaction in which the Company or the Placement Agent may be interested and may contract and lend money to the Company and the Placement Agent and otherwise act as fully and freely as though it were not escrow agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for the Company or the Placement Agent.