Common use of Duties of Escrow Agent Clause in Contracts

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility (1) for the disposition or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, and this Agreement shall terminate.

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, The duties of the Escrow Agent's sole responsibility Agent under this Escrow Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all entirely administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under liable to any obligation to ascertain or construe, the terms and conditions third party as a result of any other instruments action or agreementsomission taken or made by it, including specifically and without limitationif taken in good faith, any other instruments except for gross negligence or agreements referred willful misconduct in performing its duties. Except as otherwise set forth in Section 5(h), in the event of disagreement or dispute between Kendxx xxx Sellers with respect to in this Agreementdisposition of the Escrow Fund, nor shall the Escrow Agent be obligated shall promptly initiate an appropriate legal proceeding to inquire as obtain a judicial determination of the respective parties' rights to the form, execution, sufficiency or validity of Escrow Fund. No rights are intended to be granted to any such instruments or agreements or the identity or authority or offices third party hereunder. Kendxx xxx Sellers shall severally (each being responsible for fifty percent (50%) of the persons executing indemnity account) indemnify, defend and delivering same. It is agreed that hold harmless the Escrow Agent's duties are only such as are herein specifically providedAgent and reimburse the Escrow Agent from and for any and all liability, costs and expenses, including reasonable attorneys' fees, the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement. The Escrow Agent shall have no responsibility (1) for duties except those which are expressly set forth herein, and it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or recision of this Escrow Agreement, unless in writing received by it and signed by Kendxx xxx/or Sellers. In the disposition or investment of funds by the Corporation after they are transferred by event that the Escrow Agent shall find it necessary to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The consult with counsel of its own choosing in connection with this Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the Escrow AgentAgreement, the Escrow Agent shall deliver all funds held hereunder to a person not incur any liability for any action taken in good faith in accordance with such advice. Kendxx xxx Sellers, jointly and severally, shall indemnify and hold harmless the Escrow Agent for any liability, loss, claim or persons designated damage incurred by the CorporationEscrow Agent in connection with this Escrow except for any such liability, costs, expenses (including reasonable attorneys' fees), loss, claims or damage which is a result of Escrow Agent's own gross negligence or willful misconduct. This indemnification shall survive termination of this Escrow Agreement. Kendxx xxx Sellers agree that Kendxx, xx the one hand, and Sellers, collectively, on the other hand, shall each assume and pay fifty percent (50%) of all amounts due to Escrow Agent as a result of this indemnification. Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arise out, the foregoing instruction, other than as expressly set forth herein. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall terminategovern and control in all respects.

Duties of Escrow Agent. Notwithstanding anything (a) Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability under and no duty to take notice of or inquire as to the contrary, provisions of any agreement (including but not limited to the Merger Agreement) other than this Agreement. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to Buyer or the Shareholders’ Representative. Escrow Agent’s sole responsibility under this Agreement shall be for the safekeeping and disbursement of the Escrow Amount and interest earned thereon, which are to be delivered only to Fund in accordance with the parties in the manner and at the times specifically authorized and directed in terms of this Agreement. Unless the Escrow Agent disagrees shall have no implied duties or obligations and shall not be charged with the Corporation's interest calculations knowledge or notice of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and in such event the Escrow Agent's calculations shall prevaileffectiveness, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act but also as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests truth and accuracy of any information contained therein, which Escrow Agent shall reasonably believe to be genuine and to have been signed or presented by Buyer and/or the Corporation Shareholders’ Representative. In no event shall Escrow Agent be liable for incidental, indirect, special, consequential or subscribers of the Common Stock punitive damages (including, but not limited toto lost profits), the calculation of amounts due the subscribers or the Corporation from funds verified by the even if Escrow Agent to be on deposit hereunder shall be performed by has been advised of the Corporationlikelihood of such loss or damage and regardless of the form of action. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject toobligated to take any legal action or commence any proceeding in connection with the Escrow Fund, nor be under any obligation account in which Escrow Cash is deposited, this Agreement or the Merger Agreement, or to ascertain appear in, prosecute or construe, defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the terms and conditions event of any other instruments dispute or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire question as to the form, execution, sufficiency or validity construction of any such instruments or agreements or the identity or authority or offices of the persons executing provisions hereof or of its duties hereunder, or relating to any dispute hereunder, and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have incur no responsibility (1) for the disposition or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued liability and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur fully indemnified from any liability to the Corporation whatsoever in acting in accordance with the opinion or advice of such counsel. Buyer shall promptly pay, upon demand, the reasonable fees and expenses of any written or oral instructions given to it hereunder by an authorized representative of the Corporationsuch counsel. The Escrow Agent shall be under no duty is authorized, in its sole discretion, to comply with orders issued or have process entered by any liability court with respect to the Escrow AccountFund, other than those duties imposed without determination by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from court’s jurisdiction in the Corporationmatter. Upon the discharge If any portion of the Escrow AgentFund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall deliver all funds held hereunder not be liable to a any of Buyer or the Shareholders’ Representative or to any other person or persons designated entity by the Corporationreason of such compliance even though such order, and this Agreement shall terminatewrit, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, The duties of the Escrow Agent's sole responsibility Agent under this Escrow Agreement shall be entirely administrative and, except for the safekeeping a breach of its obligation to keep the Escrow Amount and interest earned thereonFund safely in its custody (subject, which are to be delivered only however, to the parties in the manner terms and at the times specifically authorized and directed in conditions of this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein), the Escrow Agent shall not be subject liable to any third party as a result of any action or omission taken or made by it in performing its duties hereunder, if taken in good faith, except for gross negligence, willful misconduct or fraud. LSI and Saco shall severally (each being responsible for 50% of the indemnity amount claimed by the Escrow Agent) indemnify, defend and hold harmless the Escrow Agent from and against and reimburse the Escrow Agent for any and all liability, costs and expenses the Escrow Agent may suffer or incur by reason of its execution and performance of this Escrow Agreement except to the extent caused by or arising out of Escrow Agent’s gross negligence, willful misconduct or fraud or except for a failure to comply with its obligation to keep the Escrow Fund in its custody (subject, however, to the terms and conditions of this Agreement). The Escrow Agent shall have no duties except those which are expressly set forth herein, and, except as otherwise expressly set forth herein, it shall not be bound by any notice of a claim, or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Escrow Agreement, unless in writing received by it and signed by the parties hereto and otherwise conforming to any requirements contained herein. If the Escrow Agent shall find it necessary to consult with counsel of its own choosing in connection with this Escrow Agreement, the Escrow Agent shall not incur any liability for any action taken in good faith in accordance with such advice except to the extent caused by or arising out of Escrow Agent’s gross negligence, willful misconduct or fraud or except for a failure to comply with its obligation to keep the Escrow Funds in its custody (subject, however, to the terms and conditions of this Agreement). The foregoing indemnification shall survive termination of this Escrow Agreement. Escrow Agent is not a party to, and is not bound by, any other agreements with the parties hereto regarding the subject matter hereof. In the event that any of the terms and provisions of any other agreement (excluding any amendment to this Escrow Agreement) between any of the parties hereto, conflict or are inconsistent with any of the provisions of this Escrow Agreement, the terms and provisions of this Escrow Agreement shall govern and control in all respects. The Escrow Agent shall neither be responsible for, nor be under any obligation to ascertain or construechargeable with, knowledge of the terms and conditions of any other instruments agreement, instrument or agreementsdocument between the other parties hereto, in connection herewith, including specifically without limitation the Purchase Agreement. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and without limitation, any other instruments or agreements referred to in this Agreement, nor shall no additional obligations of the Escrow Agent shall be obligated to inquire as to inferred from the formterms of this Agreement or any other agreement. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, executionDIRECTLY OR INDIRECTLY, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically providedFOR ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE ESCROW AGENT’S FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Escrow Agent shall have no responsibility (1) for the disposition right to perform any of its duties hereunder through agents, attorneys, custodians or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account nominees. Any banking association or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, corporation into which the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of merged, converted or with which the Escrow AgentAgent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall deliver be a party, or any banking association or corporation to which all funds held or substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to a person or persons designated by the Corporation, and this Agreement shall terminatecontrary notwithstanding.

Duties of Escrow Agent. Notwithstanding anything herein Xxxxxxxx and MBI designate Williams, Parker, Xxxxxxxx, Xxxxx & Xxxxxx, Professional Association, as Escrow Agent, to hold the Pledged Shares, and Escrow Agent is authorized to deliver the Pledged Shares to the contrary, Original Shareholders in the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping event of the Escrow Amount and interest earned thereonexercise of the MBI's rights under paragraph 6 of this Stock Pledge Agreement, which are or to be delivered only redeliver the Pledged Shares to the parties Xxxxxxxx in the manner and at the times specifically authorized and directed in event of termination of this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers Stock Pledge Agreement pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporationparagraph 5. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as responsible for determining entitlement to the formPledged Shares between Xxxxxxxx and MBI. If any dispute or difference arises between Xxxxxxxx and MBI, execution, sufficiency or validity of if any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the conflicting demand shall be made upon Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility (1) for the disposition or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The , Escrow Agent shall not be required to institute legal proceedings of determine the same or take any kind. The action in the matter, but Escrow Agent will not incur any liability may await settlement of the controversy by final, appropriate legal proceedings, or otherwise, as it may require, or Escrow Agent may file a suit in interpleader in Circuit Court in and for Sarasota County, Florida, for the purpose of having the respective rights of the parties adjudicated, and may deposit with the court the Pledged Shares. Upon institution of such interpleader suit, depositing the Pledged Shares with the court, and notice to the Corporation in acting parties by personal service, or in accordance with any written or oral instructions given to it hereunder by an authorized representative the order of the Corporation. The court, Escrow Agent shall be under no duty or have any liability fully released and discharged from all further obligations with respect to the Escrow Account, other than those duties imposed by this Agreement Pledged Shares so deposited. Xxxxxxxx and by applicable statutes or laws. Notwithstanding anything herein MBI agree to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the pay to Escrow Agent, the equally, on demand, any and all costs and reasonable attorneys' fees incurred by Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporationin connections with such interpleader, and hold Escrow Agent harmless from any obligation under this Agreement shall terminateAgreement.

Duties of Escrow Agent. Notwithstanding anything herein to The Escrow Agent shall coordinate the contrary, receipt of funds into the Escrow Agent's sole responsibility under this Agreement Accounts and make disbursements from the Escrow Accounts as requested by the Authorized Representative(s) of the Debtors identified on Exhibit A hereto and in reliance upon information provided to Prime Clerk by the Authorized Representative(s) and/or the Debtors, as applicable. The Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be for the safekeeping of the Escrow Amount deemed purely ministerial in nature, and interest earned thereonno other duties, which are including but not limited to any fiduciary duties, shall be delivered only to the parties in the manner and at the times implied. Except as may be specifically authorized and directed provided in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject toresponsible for or under, or chargeable with knowledge of, nor be under have any obligation requirement to ascertain or construecomply with, the terms and conditions of any other instruments agreement, instrument or agreementsdocument executed between/among the Debtors, including specifically and without limitation, any other instruments limitation the Utilities Motion or agreements referred to in this Agreementthe Utilities Orders, nor shall the Escrow Agent be obligated required to inquire as determine if any Debtor has complied with any other agreement. Notwithstanding the terms of any other agreement between or among Prime Clerk, the Debtors, or any other third party, the terms and conditions of this Agreement shall control the actions of the Escrow Agent. The Escrow Agent may conclusively rely upon any instructions, notice, certification, demand, consent, authorization, receipt, power of attorney or other writing delivered to it by the formAuthorized Representative(s) without being required to determine the authenticity or validity thereof or the correctness of any fact stated therein, execution, sufficiency the propriety or validity of the service thereof, or the jurisdiction of the court issuing any judgment or order delivered in accordance with the Notice section of this Agreement believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and the Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such instruments document, notice, instruction or agreements request. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the identity or authority or offices of the persons executing and delivering same. It is agreed extent that the Escrow Agent's ’s fraud, gross negligence or willful misconduct was the cause of any direct loss to the Debtors. The Escrow Agent may execute any of its powers and perform any of its duties are only such as are herein specifically providedhereunder directly or through any of its affiliates or agents. The Escrow Agent shall have no responsibility (1) for the disposition duty to solicit any payments that may be due to it or investment of funds by the Corporation after they are transferred by to the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribersAccounts. The Escrow Agent shall not be required to institute may consult with legal proceedings counsel of its selection in the event of any kind. The Escrow Agent will not incur any liability dispute or question as to the Corporation meaning or construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with any written the opinion and instructions of such counsel, except to the extent that such loss results, in whole or oral instructions given to it hereunder by an authorized representative in part, from the Escrow Agent’s fraud, willful misconduct or gross negligence. This Agreement sets forth all of the Corporationobligations of the Escrow Agent, and no additional obligations shall be implied from the terms of this Agreement or any other agreement, instrument or document. The Escrow Agent shall be under no duty or have to give the property held in escrow by it hereunder any liability with respect to the Escrow Account, other greater degree of care than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from it gives its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, and this Agreement shall terminateown similar property.

Duties of Escrow Agent. Notwithstanding anything herein BSQUARE and the Stockholders' Agent acknowledge and agree that the Escrow Agent (i) shall be obligated only for the performance of such duties as are specifically set forth in this Escrow Agreement with respect to the contraryEscrow Agent (and no implied obligations) and as set forth in any additional written escrow instructions as the Escrow Agent may receive after the date of this Escrow Agreement that are signed by an officer of BSQUARE and the Stockholders' Agent and in form and substance acceptable to the Escrow Agent; (ii) shall not be obligated to take any legal or other action under this Escrow Agreement that would, in its reasonable judgment, result in a material expense or liability unless the Escrow Agent shall have been furnished with indemnity acceptable to it; and (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction, instrument, statement, request or document furnished to it under this Escrow Agreement and reasonably believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for determining the accuracy thereof. The Escrow Agent is hereby expressly authorized to comply with and obey any order, judgment or decree of any court of competent jurisdiction or a written decision of arbitrators. If the Escrow Agent shall obey or comply with any such order, judgment or decree or written decision of arbitrators, the Escrow Agent's sole responsibility Agent shall not be liable to any of the parties to this Escrow Agreement or to any other person by reason of such compliance, notwithstanding any such order, judgment, decree or written decision being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver this Escrow Agreement or any documents or papers deposited or called for under this Agreement Escrow Agreement. The Escrow Agent shall not be liable for the safekeeping expiration of any rights under any statute of limitations with respect to this Escrow Agreement or any documents or other items deposited with the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this AgreementAgent. Unless Neither the Escrow Agent disagrees nor any of its affiliates, directors, officers or employees shall be liable to anyone for any error of judgment or for any action taken, suffered or omitted to be taken by it or any of its affiliates, directors, officers or employees under or in connection with this Escrow Agreement except in the Corporation's interest calculations and case of gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction or as agreed to by the parties). Anything to the contrary notwithstanding, in such no event shall the Escrow Agent's calculations shall prevailAgent be liable for special, all calculations punitive, indirect, consequential or incidental loss or damage of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock any kind whatsoever (including, but not limited to, lost profits), even if the calculation Escrow Agent has been advised of amounts due the subscribers likelihood of such loss or damage. Any liability of the Corporation Escrow Agent under this Escrow Agreement shall be limited to the amount of fees paid to the Escrow Agent under this Agreement. Subject to Section 9(g) below, BSQUARE and the Stockholders (collectively, the "Escrow Indemnifying Parties") covenant and agree to jointly and severally indemnify the Escrow Agent and hold it harmless from funds verified and against any fee, loss, claim, cost, penalty, fine, settlement, damages, judgment, liability or expense (including reasonable attorney's fees and expenses) (an "Escrow Loss") incurred by the Escrow Agent arising out of or in connection with this Escrow Agreement, including but not limited to, the execution and delivery of this Escrow Agreement, the Escrow Agent's performance of its obligations in accordance with the provisions of this Escrow Agreement or with the administration of its duties under this Escrow Agreement, unless such Escrow Loss shall arise out of or be caused by the Escrow Agent's gross negligence, bad faith or willful misconduct (each as finally determined by a court of competent jurisdiction or as agreed to by the parties); provided, however, that indemnification for the Escrow Agent's standard fees and expenses set forth on the fee schedule attached to this Escrow Agreement as Exhibit B shall be paid exclusively by BSQUARE, and provided further that the indemnity agreement contained in this Section 9(e) shall not apply to amounts paid in settlement of any Escrow Loss if such settlement is effected without the consent of the Stockholders' Agent, such consent not to be unreasonably withheld, conditioned or delayed. Subject to Section 9(g) below, the Escrow Indemnifying Parties agree to jointly and severally indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on deposit hereunder any payment or other activities under this Escrow Agreement unless any such tax, addition for late payment, interest, penalty or other expense shall arise out of or be performed caused by the Corporationgross negligence, bad faith or willful misconduct of the Escrow Agent (each as finally determined by a court of competent jurisdiction or as agreed to by the parties). Except with respect To the extent that the Escrow Agent becomes liable for any of the foregoing or to obligations otherwise provided for hereinthe extent the Stockholders and BSQUARE owe the Escrow Agent money under any of the other provisions of this Escrow Agreement, the Escrow Agent may, but shall not be subject obligated to, nor satisfy such liability or obligation from the Escrow Cash and/or Escrow Shares remaining in the Escrow Fund, and the Stockholders and BSQUARE shall be under any obligation deemed to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred have granted to in this Agreement, nor shall the Escrow Agent at the Closing, effective as of the Effective Time or at the time of issuance, as the case may be, a perfected, first-priority security interest in the Escrow Cash and Escrow Shares to secure payment of such taxes. No cash distributions will be obligated to inquire as made to the formStockholders unless the Escrow Agent is supplied with an original, execution, sufficiency signed Form W-9 or validity of any such instruments or agreements or its equivalent before distribution. Notwithstanding the identity or authority or offices joint and several nature of the persons executing and delivering same. It is agreed that obligations of the Escrow AgentIndemnifying Parties under Section 9(e) and 9(f), the Stockholders' total collective share of the liability for indemnification of the Escrow Agent under Sections 9(e) and 9(f) of this Escrow Agreement (the "Escrow Indemnification Liability") shall in no event exceed the aggregate value of the Escrow Cash and Escrow Shares then held as part of the Escrow Fund. Any and all amounts to be paid by the Stockholders for their share of the Escrow Indemnification Liability shall be paid in cash to the Escrow Agent by BSQUARE, and the Stockholders shall reimburse BSQUARE for such amounts pro rata in accordance with each Stockholder's duties are only such as are herein specifically providedproportionate interest in the Escrow Fund. The Escrow Agent shall have deliver such amount of Escrow Cash and/or number of Escrow Shares as reimbursement to BSQUARE as BSQUARE requests in writing, which writing shall set forth the proportionate interest of each Stockholder in such reimbursement. Subject to the foregoing, each of the Escrow Indemnifying Parties shall contribute to the Escrow Indemnification Liability in such proportion as is appropriate to reflect the relative fault of each individual Escrow Indemnifying Party, including up to all such Escrow Indemnification Liability in the case of any tax liability arising from failure to provide correct information with respect to any taxes pursuant to Section 9(f). In all cases where there is no responsibility (1) such basis for allocating contribution for such Escrow Indemnification Liability or except as otherwise provided in Section 9(e), one half of the disposition total Escrow Indemnification Liability shall be paid out of the Escrow Cash and/or Escrow Shares and allocated pro rata among each of the Stockholders according to their proportionate interest therein, and one half of the total Escrow Indemnification Liability shall be paid by BSQUARE. Notwithstanding anything to the contrary, nothing in this Escrow Agreement shall be construed as absolving BSQUARE from fully indemnifying the Escrow Agent for any Escrow Loss or investment of funds by otherwise to the Corporation after they are transferred extent the Stockholders fail to comply with their indemnification obligations under this Escrow Agreement. The costs and expenses incurred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribersin enforcing any right of indemnification set forth in this Escrow Agreement shall be paid by BSQUARE. The Escrow Agent may resign at any time with at least 30 days' prior written notice to BSQUARE and the Stockholders' Agent; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent, which shall be accomplished as follows. BSQUARE and the Stockholders' Agent shall use their commercially reasonable best efforts to mutually agree upon a successor agent within 30 days after receiving such notice. If the parties fail to agree upon a successor escrow agent within such time, BSQUARE, with the consent of the Stockholders' Agent (which shall not be required unreasonably withheld), shall have the right to institute legal proceedings of any kindappoint a successor escrow agent. The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed Escrow Agent will not incur any liability to under this Escrow Agreement and it shall without further acts be vested with all the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative estates, properties, rights, powers and duties of the Corporation. The predecessor Escrow Agent shall be under as if originally named as Escrow Agent. If no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrarysuccessor escrow agent is named, the Escrow Agent may be discharged from its duties under this Agreement upon notice apply to a court of competent jurisdiction for the appointment of a successor escrow agent or the Escrow Agent may deposit the Escrow Fund with such discharge from the Corporationcourt. Upon such deposit or upon the discharge appointment of the a successor Escrow Agent, the predecessor Escrow Agent shall deliver all funds held hereunder be discharged from any further duties and liabilities under this Escrow Agreement. The provisions of this Section 9 and Section 10, to a person the extent applicable, shall survive the resignation or persons designated by removal of the Corporation, and Escrow Agent or the termination of this Agreement shall terminateEscrow Agreement.

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

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the The Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, is directed to deposit all calculations of interest due to individual subscribers funds delivered by Purchaser pursuant to this Agreement shall be made by the Corporationparagraph 3 in a non-interest-bearing trust account in a bank, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of savings and loan association or other financial institution located in 0 Palm Beach County, Florida, and disburse the funds in accordance with the Escrow Account as provided herein and that all administrative and record-keeping activity relating to provisions of this Contract. The parties acknowledge that: (i) the interests duties of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, are purely ministerial; (ii) the Escrow Agent shall not be subject to, nor be under any obligation to ascertain liable or construe, responsible for the terms and conditions collection of the proceeds of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred check tendered to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility ; (1iii) for the disposition or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings bound by any modification, amendment, termination or recision of any kind. The this Contract unless in writing and signed by Escrow Agent, Seller and Purchaser; and (iv) the Escrow Agent will shall not incur be liable for any liability failure of the depository, nor for actions taken in good faith hereunder, but only for its gross negligence. If Closing is consummated hereunder, Escrow Agent shall deliver the funds to the Corporation in acting Seller. If this Contract is terminated in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the Escrow Agentterms, the Escrow Agent shall deliver the funds to the party entitled to receive same in accordance with the terms of this Contract. 0. If Closing is not consummated due to the default of either party, the Escrow Agent shall deliver the funds to the party entitled to receive same in accordance with the provisions of this Contract. Escrow Agent shall also deliver the funds as directed in a writing signed by both Seller and Purchaser. In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the parties (or their successors) and the Escrow Agent may assume that any individual purporting to give instructions in accordance with the provisions of this Contract has been duly authorized to do so. The Escrow Agent is acting as a stakeholder, only, with respect to the funds. Notwithstanding anything to the contrary, in the event of any controversy hereunder, Escrow Agent may interplead the funds to the appropriate judicial forum, whereupon Escrow Agent shall be released from all funds held further obligations hereunder. Escrow Agent is authorized to comply with all laws, orders, judgments, decrees and regulations of any governmental authority or court and Escrow Agent shall have no liability for such compliance, notwithstanding a later reversal, modification, vacation or annulment of any law, order, judgment, decree or regulation. Purchaser and Seller agree, jointly and severally, to reimburse and indemnify Escrow Agent for all loss, liability, costs and expenses (including, without limitation, reasonable attorneys' fees at trial and appellate levels, whether for outside counsel or Escrow Agent's own time) incurred by Escrow Agent arising out of or in connection with the performance of its duties hereunder (including, without limitation, the cost of defending against any claim or liability arising out of or relating to a person this Contract). Seller and Purchaser hereby release Escrow Agent for any act done or persons designated omitted to be done by Escrow Agent in good faith in the Corporation, performance of its duties hereunder. Purchaser agrees that Escrow Agent may represent Seller in any litigation arising out of or in connection with this Contract and this Agreement shall terminatePurchaser acknowledges that Escrow Agent is the law firm representing Seller.

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that our duties as an escrow agent for the Escrow Agent's duties security deposit are only such as are herein specifically provided, being purely administrative in nature, and we shall incur no liability whatsoever except for willful misconduct or gross negligence so long as we have acted in good faith with respect to its disposition of the security deposit. The Escrow Agent shall have no responsibility (1) We are an independent escrow agent and do not represent either the Owner or Tenant with respect to our duties and obligations as escrow agent for the disposition security deposit. Owner and Tenant, for the Lease hereby indemnify, release and hold us harmless from any act done or investment omitted to be done by us in good faith performance of funds our duties as an escrow agent. Owner and Tenant, for the Lease agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees suffered and incurred by the Corporation after they us in connection with or arising out of our acting as escrow agent hereunder. It is specifically understood and agreed that we are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given the capacity of escrow agent is an accommodation to it hereunder by an authorized representative both parties. Upon the deposit of the Corporation. The Escrow Agent security deposit with a court of competent jurisdiction in the event of a dispute we shall deduct our costs and shall be under no duty or have any liability relieved of all further obligations and responsibilities to Owner and Tenant with respect to the Escrow Accountsecurity deposit. The Owner authorizes us to hold all security deposits paid by the tenants. If an Owner designates someone to represent the Owner regarding security inspections and requests to hold security, other than those duties imposed by the Owner must notify us, in writing, as to who the representative might be. Owner or their designated representative shall inspect the property as soon after checkout as possible and before the next tenancy. Owner shall have 72 hrs after expiration of this Agreement and by applicable statutes or lawslease to advise us, in writing, of any damage. Notwithstanding anything herein If the Owner fails to notify us to hold security, in writing, within that 72 hr period we will refund the entire security deposit to the contraryTenant. If the Owner instructs us to hold all or part of the security deposit, in writing, within that 72 hr period we will continue to hold the Escrow Agent entire security deposit and will not release any portion thereof until the Owner and Tenant reach an agreement. When such an agreement is reached both the Tenant and Owner will notify us as to the agreement and its terms, in writing, as to the agreed settlement and stating exactly how the security deposit should be paid. Owner agrees that we are not responsible for the results of the inspection or for failure to return the security deposit to the Tenants pursuant to the above, provided we have acted in good faith. If we or our agents and/or employees inspect the property at the end of the lease, Owner agrees to be bound by our inspection report as to the condition of the property. Owner (and Tenant, for the Lease) hereby indemnify, release and hold us harmless from and agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees suffered and incurred by us in connection with or arising out of our inspection of the property after termination of the Lease and/or failure to return the security deposit to the Tenant within 30 days pursuant to NJSA 46:8"21.1 due to our failure to receive the necessary agreement between Owner and Tenant as to how the security deposit is to be applied, or due to our exercising it's rights hereunder to deposit the security deposit in court and seek court approval as to the disposition of the security deposit, provided we have acted in good faith. If Owner and Tenant can not agree, we may be discharged from its duties under this Agreement upon notice seek Court approval for distribution of funds and deduct the costs of seeking such discharge approval from the Corporationsecurity deposit. Upon Security deposit will be mailed to the discharge Tenant by us within ten days after a satisfactory inspection. Security deposits for leases with a term under 125 days will be held in our non interest bearing escrow account. This paragraph shall survive termination of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, and this Agreement shall terminateLease.

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

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the (a) The Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, treat the terms and conditions ---------------------- Escrow Funds with such degree of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire care as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering sameit treats it own similar property. It is agreed that the duties of the Escrow Agent's duties Agent are only such as are herein specifically provided, and the Escrow Agent shall have no other duties, implied or otherwise. The Escrow Agent's duties are as a depository only, and the Escrow Agent shall incur no responsibility or liability whatsoever, except for its willful misconduct or gross negligence. The Escrow Agent may consult with counsel of its choice and shall not be responsible or liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with the advice of such counsel (subject to the exception set forth above in the prior sentence). Except where the terms of this Agreement expressly refer thereto, the Escrow Agent shall not be bound in any way by any of the terms of the Purchase Agreement or any other agreement to which one or more of, Buyer or Sellers are parties, whether or not the Escrow Agent has knowledge thereof, and the Escrow Agent shall not in any way be required to determine whether or not the Purchase Agreement or any other agreement has been complied with by Buyer or Sellers or any other party thereto. In the event that the Escrow Agent shall be uncertain as to any of its duties or rights hereunder, it shall be entitled to refrain from taking action other than to keep safely all property held in escrow until it shall be directed otherwise pursuant to a joint written notice from and executed by Buyer and Sellers or a court order, and the Escrow Agent shall not be responsible or liable for any damages while waiting for such joint written notice or court order. This Agreement shall not create any fiduciary duty of the Escrow Agent to Buyer or Sellers or any other person or entity whatsoever. The Escrow Agent shall have no responsibility (1) for provide monthly statements identifying transactions, transfers or holdings of the disposition or investment of funds Escrow Funds and each such statement shall be deemed to be correct and final upon receipt thereof by the Corporation after they are transferred by parties hereto unless the Escrow Agent is notified in writing to the Deposit Account or contrary within thirty (230) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative business days of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice date of such discharge from the Corporation. Upon the discharge of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, and this Agreement shall terminatestatement.

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the (a) Escrow Agent shall not be subject torequired to invest any funds held hereunder except as directed pursuant to Section 2 of this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. This Agreement expressly sets forth all the duties of Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall not be bound by the provisions of any agreement among the other parties hereto except this Agreement. Escrow Agent’s duties are ministerial in nature. Escrow Agent shall not be liable, nor be under any obligation except for its own gross negligence or willful misconduct, and, except with respect to ascertain claims based upon such gross negligence or construewillful misconduct that are successfully asserted against Escrow Agent, the terms other parties hereto shall jointly and conditions severally indemnify and hold harmless Escrow Agent (and any successor Escrow Agent) from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any other instruments or agreementscash held by it hereunder in good faith, in accordance with the terms hereof, including specifically and without limitationany liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Funds, or any other instruments or agreements referred loss of interest incident to in this Agreement, nor shall the any such delays. Escrow Agent shall be obligated entitled to inquire as rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the form, execution, sufficiency authenticity or the correctness of any fact stated therein or the propriety or validity of any such instruments or agreements or the identity service thereof. Escrow Agent may act in reliance upon any instrument or authority signature believed by it to be genuine and may assume that any person purporting to give notice or offices of receipt or advice or make any statement or execute any document in connection with the persons executing and delivering sameprovisions hereof has been duly authorized to do so. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility (1) for the disposition duty to solicit any payments which may be due it or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribersAccount. The Escrow Agent shall not be required liable for any action taken or omitted by it in good faith except to institute legal proceedings the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any kindloss to the parties. The Escrow Agent will not incur may execute any liability of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to the Corporation in acting in accordance with any written or oral instructions given to it hereunder be selected and retained by an authorized representative of the Corporationit. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held under the terms of this Escrow Agreement until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this agreement to the contrary notwithstanding, in no duty event shall the Escrow Agent be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood for such loss or damage and regardless of the form of action. The parties shall indemnify, defend and save harmless the Escrow Agent and its directors, officers, agents and employees (the “indemnitees”) from all loss, liability or expense (including the fees and expenses of in house or outside counsel) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, except in the case of any indemnitee to the extent that such loss, liability or expense is due to the gross negligence or willful misconduct of such indemnitee, or (ii) its following any instructions or other directions from the parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the termination of this Escrow Agreement. Escrow Agent does not have any liability interest in the Escrowed Funds deposited hereunder but is serving as escrow agent only and having only possession thereof. However, the parties hereby grant the Escrow Agent a lien, a right of set off and security interest to the account for the payment of any claim for compensation, expenses and amounts due hereunder. Any payments of income from this Agreement shall be subject to withholding regulations then in force with respect to United States taxes. Purchaser and Principal Seller hereto shall provide Escrow Agent with appropriate W-9 forms for tax identification, number certification, or nonresident alien certifications. The Escrow Earnings shall be reported, for federal income tax purposes, as taxable income of the Principal Seller. Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein Agent makes no representation as to the contraryvalidity, value, genuineness or the collectability of any security or other documents or instrument held by or delivered to it. Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrowed Funds to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time Escrow Agent has not received a designation of a successor Escrow Agent, Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrowed Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final and nonappealable order of a court of competent jurisdiction. In the event of any disagreement between Purchaser and Principal Seller resulting in adverse claims or demands being made in connection with the Escrowed Funds, or in the event that Escrow Agent in good faith is in doubt as to what action it should take hereunder, Escrow Agent shall be entitled to retain the Escrowed Funds until Escrow Agent shall have received (i) a final nonappealable order of a court of competent jurisdiction directing delivery of the Escrowed Funds or (ii) a written agreement executed by Purchaser and Principal Seller directing delivery of the Escrowed Funds, in which event Escrow Agent shall disburse the Escrowed Funds in accordance with such order or agreement. Escrow Agent shall act on any court order without further question. Purchaser and Principal Seller shall pay Escrow Agent compensation (as payment in full) for the services to be rendered by Escrow Agent hereunder in the amount of $5,000 per annum without pro-ration for partial years, First year’s fees are payable upon execution of the Agreement. Purchaser and Principal Seller agree to reimburse Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in performance of its duties under this Agreement upon notice hereunder (including reasonable fees, expenses and disbursements of its counsel). Any such discharge compensation and reimbursement to which Escrow Agent is entitled shall be borne 50% by Purchaser, 50% by Principal Seller (Principal Seller’s portion of the fee shall be paid from the CorporationEscrowed Cash). Upon All fees shall be paid in the discharge United States currency and payable in the United States at the office of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, and this Agreement shall terminate.

Duties of Escrow Agent. Notwithstanding anything herein to the ---------------------- contrary, the Escrow Agent's sole responsibility under this Agreement shall be for the safekeeping of the Escrow Amount and interest earned thereon, which are to be delivered only to the parties in the manner and at the times specifically authorized and directed in this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevail, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the The Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock Shares including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility (1) for the disposition or investment of funds by the Corporation after they are transferred by the Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribers. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Escrow Agent shall be under no duty or have any liability with respect to the Escrow Account, other than those duties imposed by this Agreement and by applicable statutes or laws. Notwithstanding anything herein to the contrary, the Escrow Agent may be discharged from its duties under this Agreement upon notice of such discharge from the Corporation. Upon the discharge of the Escrow Agent, the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporation, Corporation and this Agreement shall terminate.

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

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

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

Duties of Escrow Agent. Notwithstanding anything herein to the contrary, The Deposit shall be held in a non-interest bearing account by the Escrow Agent's sole responsibility under this Agreement , and shall be for the safekeeping credited towards payment of the Escrow Amount and interest earned thereon, which are to be delivered only Purchase Price at Closing or otherwise disbursed according to the parties in the manner and at the times specifically authorized and directed in terms of this Agreement. Unless the Escrow Agent disagrees with the Corporation's interest calculations and in such event the Escrow Agent's calculations shall prevailIn its capacity as escrow agent, all calculations of interest due to individual subscribers pursuant to this Agreement shall be made by the Corporation, it being intended hereby that the Escrow Agent's sole obligation will be to act as a custodian of the funds in the Escrow Account as provided herein and that all administrative and record-keeping activity relating to the interests of the Corporation or subscribers of the Common Stock including, but not limited to, the calculation of amounts due the subscribers or the Corporation from funds verified by the Escrow Agent to be on deposit hereunder shall be performed by the Corporation. Except with respect to obligations otherwise provided for herein, the Escrow Agent shall not be subject to, nor be under any obligation to ascertain or construe, the terms and conditions of any other instruments or agreements, including specifically and without limitation, any other instruments or agreements referred to in this Agreement, nor shall the Escrow Agent be obligated to inquire as to the form, execution, sufficiency or validity of any such instruments or agreements or the identity or authority or offices of the persons executing and delivering same. It is agreed that the Escrow Agent's duties are only such as are herein specifically provided. The Escrow Agent shall have no responsibility (1) for the disposition only those duties and obligations as are expressly set forth herein. No implied duties or investment of funds by the Corporation after they are transferred by the obligations shall be read into this Agreement against Escrow Agent to the Deposit Account or (2) to determine that the share certificates representing Common Stock are issued and delivered to the subscribersAgent. The Escrow Agent shall not be required to institute legal proceedings of any kind. The Escrow Agent will not incur any liability to the Corporation in acting in accordance with any written or oral instructions given to it hereunder by an authorized representative of the Corporation. The Except as explicitly stated herein, Escrow Agent shall be under no duty obligation to refer to any other documents between or have among Purchaser and Seller or otherwise related to the Property or the transaction contemplated hereunder. Escrow Agent shall not be liable to either party or any other person on account of any error of judgment, any act done or stop taken or omitted in good faith, any mistake of fact or law, or anything else Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out of actual and intentional misconduct, willful disregard of this Agreement or gross negligence on the part of the Escrow Agent. Escrow Agent shall be entitled to rely, and shall not be subject to any liability in acting in reliance, upon any writing furnished to Escrow Agent by either party, and shall be entitled to treat as genuine and as the document which it purports to be, any letter, paper or other document furnished to Escrow Agent in connection with respect this Agreement. Escrow Agent further may rely on any affidavit of either Party or any other person as to the Escrow Account, other than those duties imposed existence and accuracy of any facts stated therein to be known by this Agreement and by applicable statutes or lawsthe affiant. Notwithstanding anything herein In the event of any dispute relative to the contrarydeposit monies held in escrow, the Escrow Agent may may, in its sole discretion, pay such deposit monies into the Clerk of the Superior Court of Oxford County or Cumberland County, Maine, with notice to the parties hereto at the addresses recited hereinabove, and thereupon the Escrow Agent shall be discharged from its duties obligations as recited herein, and each party to this Agreement shall thereafter hold the Escrow Agent harmless in such capacity. Both parties hereto agree that the Escrow Agent may (a) deduct the administrative cost of opening, maintaining and closing the said escrow account from the deposit monies before disbursing any of said monies, and (b) deduct the cost of bringing such Interpleader action, from the deposit monies held in escrow prior to the forwarding of the same to the Clerk of such Court. Purchaser and Seller shall jointly and severally defend, indemnify and hold Escrow Agent for solely for its actions as escrow agent under this Agreement upon notice harmless from and against any and all losses, liabilities, damages, costs, expenses or claims incurred by Escrow Agent in the performance of such discharge from its duties as escrow agent under this Agreement, except only to the Corporation. Upon the discharge of extent caused by the Escrow Agent’s intentional misconduct, bad faith, willful disregard of its obligations hereunder or gross negligence. As between themselves, each party shall be responsible for one-half of the Escrow Agent shall deliver all funds held hereunder to a person or persons designated by the Corporationtotal costs incurred in connection with such indemnity, and each shall have the right of contribution from the other to the extent necessary to achieve such allocation. The provisions of this Agreement Section 16 shall terminatesurvive the termination of this Agreement.