Common use of Duties of the Escrow Agent Clause in Contracts

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselves.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically shall have no duties or responsibilities other than those expressly set forth in this Agreement, such duties being purely ministerial in nature, and no other implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred at all times materially comply with applicable laws in performing its duties pursuant to hereinthis Escrow Agreement, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered except to the Escrow Agent hereunder without being required extent that failure to determine so comply does not have a material adverse impact on the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent services furnished to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act Company pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderAgreement; provided further, the Escrow Agent shall retain be deemed in compliance with the Escrow Fund until foregoing and protected in relying upon the written direction of the Company and shall have no independent obligation to evaluate whether an act or omission, in response to any such written instruction or otherwise taken by the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery in accordance with the express terms of the Escrow FundAgreement, in which event complies with applicable securities or other laws. The Escrow Agent is not a party to, or bound by, any other agreement among the other parties hereto, and the Escrow Agent Agent’s duties shall disburse the Escrow Fund in accordance therewithbe determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the optionpart of any other party hereto or any maker, after 30 calendar days’ written notice endorser or other signatory of any document or any other person to perform such person’s obligations under any such document. Except as otherwise set forth in Section 23, the Escrow Agent and Processing Agent shall keep strictly confidential all information sent to it unless such material is required to be disclosed pursuant to any applicable law, regulation, judicial or administrative order, decree or subpoena, or request by a regulatory organization having authority pursuant to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselveslaw.

Duties of the Escrow Agent. (a) The duties Escrow Agent shall receive, hold and invest the Escrow Fund pursuant to the terms of this Agreement. On the first anniversary of the Closing under the Merger Agreement, the Escrow Agent hereunder are only shall promptly deliver to each Indemnitor the cash and shares of Stock then held in such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement Indemnitor's Subaccount less the amounts (if any) reserved against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred claims made by UbiquiTel pursuant to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebySection 4(c). (b) The At any time prior to the first anniversary date of the Members' Closing, UbiquiTel may give the Escrow Agent and the Indemnitors written notice of any claim for indemnification of Losses under Section 12.2(a)(i) of the Merger Agreement (a "Claim"), which notice (the "Claim Notice") shall describe with particularity the facts on which the Claim is based and the amount (reasonably estimated if necessary), of the Claim. Upon receiving a Claim Notice, the Escrow Agent shall be entitled to rely upon any orderreserve from each of the Subaccounts, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection accordance with the provisions hereof has been duly authorized to do soProportionate Interests, the amount of the Claim set forth in the Claim Notice. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow FundIndemnitors shall, or in the event that within fifteen days after receiving a Claim Notice, notify the Escrow Agent and UbiquiTel in good faith writing whether they acknowledge that the Claim is valid, or dispute the validity of the Claim, or acknowledge that the Claim is valid in doubt as to what action part. If the Escrow Agent should take hereunderIndemnitors acknowledge that the Claim is valid, in whole or in part, then five (5) days thereafter, the Escrow Agent shall retain pay to UbiquiTel from the Escrow Fund (charging each Subaccount its Proportionate Interest) the amount reserved for that Claim, or so much of that amount as is undisputed. During such five (5) day period, the Indemnitors shall be entitled to sell shares of Stock (in the manner and subject to the limitations, set forth in Section 1) in order to fund payment of the Claim. If the Escrow Agent is obligated to pay any Claim hereunder, the amount of such Claim shall be paid in accordance with the Proportionate Interest, first from cash held in the Indemnitors Subaccounts, and next from any Stock held in the Indemnitors Subaccounts. If the Indemnitors dispute the validity of a Claim, in whole or in part, the Escrow Agent shall continue to reserve an amount of the Escrow Fund equal to the amount specified in that Claim Notice (or such lesser amount as is in dispute) until the Escrow Agent shall have received Payment Instructions or receives either (i) a Determination Orderjoint written direction from UbiquiTel, as applicable, directing delivery and the Indemnitors with respect to the disposition of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties Claim or (ii) an order from a court of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvescompetent jurisdiction directing disbursement.

Duties of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall fully govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities: (a) The duties of Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent hereunder are believes in good faith emanates from one of the parties hereto, not only such as are specifically set forth in this Agreementto its due execution and the validity and effectiveness of its provisions, such duties being purely ministerial in nature, but also as to the truth and no other duties or obligations shall be read into this Agreement against the Escrow Agentaccuracy of any information contained therein. The Escrow Agent shall not be responsible for any other agreement referred is also relieved from the necessity of satisfying itself as to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythe authority of the persons executing this Agreement in a representative capacity. (b) The Escrow Agent shall not be entitled to rely upon liable for any order, error of judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity for any act done or the correctness of any fact stated therein step taken or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed omitted by it in good faith by the Escrow Agent to be genuine and faith, or for any mistake of fact or law, or for anything that it may assume in good faith that any person purporting to give receipt do or advice or make any statement or execute any document refrain from doing in connection with the provisions hereof has been duly authorized to do soherewith, except for its own gross negligence or willful misconduct. (c) The Escrow Agent may act pursuant shall have no duties except those set forth herein, and the Escrow Agent shall not be subject to, or obliged to recognize, any other agreement between, or direction or instruction of, any or all of the advice parties hereto. The Escrow Agent shall not be bound by any notice of counsel of its own choice a claim, demand or objection with respect to any matter relating to of the Escrow, or any waiver, modification, termination or rescission of this Agreement Agreement, unless received by it in writing, and shall not be liable and if its duties herein are affected, unless it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advicegiven its consent thereto. (d) In The Escrow Agent's acceptance of the event of appointment as escrow agent hereunder shall not prevent it from representing any disagreement between the Acquiror and the Stockholder resulting party hereto in adverse claims or demands being made in connection with the Escrow Fundany dispute over disbursement of, or in conflicting claims to, any of the event that Escrow, or otherwise. If any dispute arises over disbursement of, or conflicting claims to, any of the Escrow, then unless both parties agree upon and direct the Escrow Agent to act in good faith is in doubt as to what action the Escrow Agent should take hereundera specific manner, the Escrow Agent shall retain the interplead such contested Escrow Fund until into a court of proper jurisdiction of its choosing, and thereupon the Escrow Agent shall have received Payment Instructions or a Determination Order, be fully and completely discharged of its duties as applicable, directing delivery escrow agent with respect to such contested Escrow. (e) The Escrow Agent shall provide the parties hereto with written notice at least five days before filing any action to determine the responsibilities of the Escrow FundAgent or the entitlement of either party to disbursement of the Escrow, in which event order to facilitate resolution of any such issues by the parties; provided, however, that the Escrow Agent shall disburse not be required to give such notice if the Escrow Fund in accordance therewith. The Escrow Agent shall determines that any such delay could have an adverse effect on the option, after 30 calendar days’ written notice to value of the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesEscrow.

Duties of the Escrow Agent. (a) The duties Escrow Agent shall receive, hold and invest (as applicable) the Escrow pursuant to the terms of this Agreement. Except as hereinafter provided, on the first anniversary of the Closing Date, the balance of the Escrow Agent hereunder are only not previously claimed by or paid or subject to a pending claim by Buyer pursuant to an Escrow Claim shall be disbursed to the Sellers (based on their relative contributions to the Escrow) after being registered in the name of the appropriate Sellers. The Sellers and Buyer agree that each will execute and deliver such instruments and documents as are specifically set forth in furnished by the other party to enable such furnishing party to receive those portions of the Escrow to which the furnishing party is entitled under the provisions of the Merger Agreement and this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against including without limitation the removal of the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebyLegend. (b) The Upon written notice from Buyer to Escrow Agent shall be entitled and the Sellers of any claim under the Merger Agreement against Sellers and the Escrow, setting forth a description of the facts upon which the claim is based and the amount of the claim (a "CLAIM", with the notice thereof referred to rely upon any orderas the "CLAIM NOTICE"), judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required immediately shall reserve the number of shares of Buyer Stock equal in value to determine the authenticity or claim specified in the correctness of any fact stated therein or Claim Notice (the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so"RESERVED SHARES"). (c) The Buyer shall notify the Escrow Agent may act pursuant and the Sellers of a Claim by mailing a copy of the Claim Notice to both Sellers and the Escrow Agent by certified mail, return receipt requested or by personal service as provided in Paragraph 7(e) hereof. In the event that the Sellers do not notify the Escrow Agent and Buyer and Newco in writing of their objection to the advice Claim within thirty (30) days of counsel the receipt by the Escrow Agent of its own choice with respect the Claim Notice, the Escrow Agent shall deliver the Reserved Shares to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written adviceBuyer. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that a Claim Notice is received by the Escrow Agent in good faith is in doubt as to what action and the Escrow Agent should take hereunderreceives a written objection to the Claim from the Sellers within thirty (30) days of the receipt by the Escrow Agent of the Claim Notice to the Sellers, the Escrow Agent shall retain continue to hold the Escrow Fund Reserved Shares until it either (i) receives a joint written direction from the Escrow Agent shall Buyer on the one hand and the Sellers on the other with respect to the disposition of such reserved portion of the Escrow, (ii) until Buyer and the Sellers have received Payment Instructions resolved the claim, or (iii) receives a Determination Orderdetermination from an arbitrator pursuant to the dispute resolution procedures outlined in SECTION 8.8 of the Merger Agreement; or (iv) an order from a court of competent jurisdiction. (e) Any dividends, as interest or other income earned, if applicable, directing delivery by the Escrow, net of any transaction costs associated with investment thereof shall be paid to the Sellers from time to time at the sole discretion of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. Sellers. (f) The Escrow Agent shall have provide Buyer, Newco and the optionSellers with quarterly reports of assets, after 30 calendar days’ written notice to if applicable, held and income earned by the other parties of its intention to do so, to file an action Escrow. (g) The Escrow Agent shall exercise any voting or consent rights associated with the Buyer's Stock in interpleader requiring such manner as may be directed in writing by the parties to answer and litigate any claims and rights between themselvesSellers.

Duties of the Escrow Agent. (a) The It is understood and agreed that the duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. It is further agreed that: (a) The Escrow Agent shall not be responsible or liable for the performance of Xxxxxxxxx or the Company under this Escrow Agreement or any other agreement referred to hereinagreement, or for determining the completeness, accuracy or compelling compliance therewithcorrectness of any document or transaction between the Company and the Company. The Escrow Agent shall have no obligation to take any legal action in connection with this Escrow Agreement or towards its enforcement or performance or to appear in, and shall not otherwise by bound therebyprosecute or defend any action or legal proceeding in connection herewith. (b) The Escrow Agent may conclusively rely upon and shall be entitled to rely protected in acting or refraining from acting upon any order, judgment, certification, demand, written notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument document, instrument, certificate, instruction or signature believed in good faith by the Escrow Agent it to be genuine and may assume and shall be protected in good faith assuming that any person purporting to give receipt any notice or advice instructions in accordance with this Escrow Agreement or make any statement or execute any document in connection with the provisions hereof any transaction to which this Escrow Agreement relates has been duly authorized to do so. The Escrow Agent shall not be obligated to make any inquiry as to the truth of the information in any such notice, document, instrument, certificate, or instruction or as to the authority, capacity, existence or identity of any person purporting to have executed any such notice, document, instrument, certificate, or instruction or to have made any such signature or purporting to give any such notice or instructions. The Escrow Agent shall be entitled to any and all proofs with respect to any and all facts and to any and all acknowledgements and indemnification it desires before paying out all or any portion of the Escrow. (c) In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow which, in its sole opinion, are in conflict with either other instructions received by it or any provision of the Escrow Agreement, it shall, without liability of any kind, be entitled to hold the Escrow pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise, or the Escrow Agent, at its option, may, in final satisfaction of its duties hereunder, deposit the Escrow with the Clerk of the United States District Court for the Southern District of New York or with the office of the clerk of the registry of any other court of competent jurisdiction. (d) The Escrow Agent may act pursuant undertakes to perform only such duties as are expressly set forth herein and shall not be bound in any way by any other agreement (whether or not the advice Escrow Agent has knowledge thereof). (e) The Escrow Agent shall not be liable for any error of judgment, mistake of law or fact, or for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Escrow Agreement. The Escrow Agent may, without notification to or approval of the Company or Xxxxxxxxx, consult with counsel of its own choice with respect to (including any matter relating to this Agreement and shall not be liable member of its firm) and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such written advicecounsel. (df) In the event The participation of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Xxxx & Hessen LLP as Escrow Agent is being undertaken as an accommodation to the parties hereto, and shall in good faith is in doubt no way hinder or limit the present or future ability of Xxxx & Hessen LLP to act as counsel to what action any party or any of their affiliates with respect to any matter including, but not limited to, disputes between and/or among any of the Company and Xxxxxxxxx with regard to this Escrow Agent should take hereunderAgreement or otherwise. Without limitation on the foregoing, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, parties (i) recognize that Xxxx & Hessen LLP represents Xxxxxxxxx in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the this and other parties of its intention matters and may continue to do so, to file an action in interpleader requiring the parties to answer and litigate (ii) waive any claims and rights between themselvesconflicts that may arise from such representation.

Duties of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall fully govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities: (a) The duties of Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent hereunder are believes in good faith emanates from both World Access and the Stockholder Representative of the parties hereto, not only such as are specifically set forth in this Agreementto its due execution and the validity and effectiveness of its provisions, such duties being purely ministerial in nature, but also as to the truth and no other duties or obligations shall be read into this Agreement against the Escrow Agentaccuracy of any information contained therein. The Escrow Agent shall not be responsible for any other agreement referred is also relieved from the necessity of satisfying itself as to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythe authority of the persons executing this Agreement in a representative capacity. (b) The Escrow Agent shall not be entitled to rely upon liable for any order, error of judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity for any act done or the correctness of any fact stated therein step taken or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed omitted by it in good faith by the Escrow Agent to be genuine and faith, or for any mistake of fact or law, or for anything that it may assume in good faith that any person purporting to give receipt do or advice or make any statement or execute any document refrain from doing in connection with the provisions hereof has been duly authorized to do soherewith, except for its own gross negligence or willful misconduct. (c) The Escrow Agent may act pursuant to consult with, and obtain advice from, independent legal counsel selected by the advice Escrow Agent in the event of counsel of its own choice with respect any question as to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken of the provisions hereof or suffered its duties hereunder (the cost of obtaining such advice being borne by it hereunder in good faith and World Access in accordance with Section 4 hereof) and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such written advicecounsel. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the The Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereundershall have no duties except those set forth herein, and the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions not be subject to, or a Determination Orderobliged to recognize, as applicableany other agreement between, directing delivery or direction or instruction of, any of the Escrow Fund, in which event parties hereto unless signed by World Access and the Escrow Agent shall disburse the Escrow Fund in accordance therewithStockholder Representative. The Escrow Agent shall have the optionnot be bound by any notice of a claim, after 30 calendar days’ written notice demand or objection with respect to the other parties Escrow Shares or any waiver, modification, termination or rescission of its intention to do sothis Agreement, to file an action unless received by it in interpleader requiring writing signed by World Access and the parties to answer and litigate any claims and rights between themselves.Stockholder

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Funds held hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any Escrow Funds held hereunder, except as directed in this Agreement. Uninvested Escrow Funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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 expenses, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any Escrow Funds held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays. This Section 5(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) In The Escrow Agent has no interest in the event Escrow Funds deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Funds shall be subject to withholding regulations then in force with respect to United States and Iowa state taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 5(e) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any disagreement between security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the Acquiror sale, retention, or other action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Stockholder resulting Escrow Funds to any successor Escrow Agent jointly designated by the other parties hereto in adverse claims writing, or demands being made to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Fund, or in the event that this Agreement. The resignation of the Escrow Agent in good faith will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is in doubt as thirty (30) days after the date of delivery of its written notice of resignation to what action the other parties hereto. If, at that time, the Escrow Agent should take hereunderhas not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, nonappealable order of a court of competent jurisdiction. (i) The Escrow Agent may at any time file an equitable action of interpleader in the Iowa District Court in Story County, Iowa, and deposit the Escrow Funds with the Court. Upon deposit of the Escrow Funds with the Court, the Escrow Agent shall retain the Escrow Fund until be released of and from any further obligations arising in connection with this Agreement. (j) ANC and Knocks shall pay the Escrow Agent shall have received Payment Instructions or a Determination Order, compensation (as applicable, directing delivery payment in full) for the services to be rendered by the Escrow Agent hereunder in the amount of ______ dollars ($______) at the time of deposit of the Escrow Fund, in which event Funds and agree to reimburse the Escrow Agent shall disburse for all reasonable expenses incurred by the Escrow Fund Agent in accordance therewithperformance of its duties hereunder (including reasonable attorneys’ fees). The Any such compensation and reimbursement to which the Escrow Agent is entitled shall have be borne fifty percent (50%) by ANC and fifty percent (50%) by Knocks. Any fees or expenses of the option, after 30 calendar days’ written notice to Escrow Agent or its attorneys that are not paid as provided for herein may be taken from the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesEscrow Funds.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Funds held hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any Escrow Funds held hereunder, except as directed in this Agreement. Uninvested Escrow Funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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 expenses, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any Escrow Funds held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays. This Section 5(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) In The Escrow Agent has no interest in the event Escrow Funds deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Funds shall be subject to withholding regulations then in force with respect to United States and Iowa state taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 5(e) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any disagreement between security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the Acquiror sale, retention, or other action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Stockholder resulting Escrow Funds to any successor Escrow Agent jointly designated by the other parties hereto in adverse claims writing, or demands being made to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Fund, or in the event that this Agreement. The resignation of the Escrow Agent in good faith will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is in doubt as thirty (30) days after the date of delivery of its written notice of resignation to what action the other parties hereto. If, at that time, the Escrow Agent should take hereunderhas not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, nonappealable order of a court of competent jurisdiction. (i) The Escrow Agent may at any time file an equitable action of interpleader in the Iowa District Court in Story County, Iowa, and deposit the Escrow Funds with the Court. Upon deposit of the Escrow Funds with the Court, the Escrow Agent shall retain the Escrow Fund until be released of and from any further obligations arising in connection with this Agreement. (j) ANC and ICB shall pay the Escrow Agent compensation (as payment in full) for the services to be rendered by the Escrow Agent hereunder in the amount of ______ dollars ($______) at the time of execution of this Agreement and agree to reimburse the Escrow Agent for all reasonable expenses incurred by the Escrow Agent in performance of its duties hereunder (including reasonable attorneys’ fees). Any such compensation and reimbursement to which the Escrow Agent is entitled shall have received Payment Instructions be borne fifty percent (50%) by ANC and fifty percent (50%) by ICB. Any fees or a Determination Order, as applicable, directing delivery expenses of the Escrow Fund, in which event Agent or its attorneys that are not paid as provided for herein may be taken from the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesFunds.

Duties of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent hereunder are only such as are specifically shall be limited to those expressly set forth in this Escrow Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for bound in any way by any other contract or agreement referred to hereinbetween IDG and the Selling Stockholders, whether or for determining not Escrow Agent has knowledge of any such contract or compelling compliance therewith, and shall not otherwise by bound therebyagreement or terms or conditions thereof. (b) The Escrow Agent shall not be liable to anyone for any damages, losses, or expenses incurred as a result of any act or omission of Escrow Agent, unless such damages, losses, or expenses are caused by Escrow Agent's willful misconduct or gross negligence. Accordingly, Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that Escrow Agent shall in good faith believe to be genuine, to have been signed by a proper person or persons, and to conform to the provisions of this Escrow Agreement, and (ii) any action taken or omitted in reliance upon the advice of counsel (which may be of Escrow Agent's own choosing). (c) IDG and each Selling Stockholder hereby jointly and severally agree to indemnify and hold harmless Escrow Agent to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees and disbursements of counsel), actions, proceedings, or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "Liabilities"), based upon, relating to, or arising out of, the provision of services hereunder; provided, however, that no party hereunder shall be liable under this Section 7(c) for any amount paid in settlement of claims without their consent, which consent shall not be unreasonably withheld, or to the extent that a court of competent jurisdiction finally judicially determines that such Liabilities resulted from the willful misconduct or gross negligence of Escrow Agent. (d) If a dispute between any of the parties hereto sufficient in the discretion of Escrow Agent to justify its doing so shall occur, Escrow Agent shall be entitled to rely tender the Escrowed Shares, or any other Escrowed Property then in its possession, into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Escrow Agreement. Any such legal action may be brought in any such court as Escrow Agent shall determine to have jurisdiction over the Escrowed Shares and Escrowed Property. The filing of any such legal proceedings shall not deprive Escrow Agent of its compensation earned prior to such filing. (e) If all or any part of the Escrowed Shares or Escrowed Property shall be attached, garnished, or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment, certificationor decree shall be made or entered by any court affecting the Escrowed Shares or the Escrowed Property, demandor any part thereof, noticeor any act of Escrow Agent, instrument or other writing delivered to the Escrow Agent hereunder is hereby expressly authorized to obey and comply with all final writs, orders, judgments, or decrees so entered or issued by any court, without being required to determine the authenticity or the correctness necessity of any fact stated therein or the propriety or validity thereof. The inquiring whether such court has jurisdiction, and if Escrow Agent may act in reliance upon obeys or complies with any instrument such writ, order, judgment, or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and decree, it shall not be liable to any of the parties hereto or to any other person by reason of such compliance. (f) If at any time any attempt should be made to amend this Escrow Agreement in a manner that would increase the duties and responsibilities of Escrow Agent, or in any manner that Escrow Agent shall have full and complete authorization and protection for reasonably deem undesirable, or at any action taken or suffered other time, Escrow Agent may resign by it hereunder in good faith and notifying the other parties hereto by certified mail in accordance with Section 8 below. From the date upon which such written advice. (d) In notice is received by the event of any disagreement between the Acquiror IDG and the Stockholder resulting Selling Stockholders until the earlier of (i) the acceptance by a successor escrow agent as shall be appointed (A) by an agreement of such parties, or (B) if the parties are unable to agree within twenty (20) days following the last party to receive such notice, by the senior active Judge of the United States District Court for the Northern District of Georgia, Atlanta Division, upon application by IDG or the Selling Stockholders, and (ii) thirty (30) days following the date upon which notice was mailed, Escrow Agent's sole obligation hereunder shall be to perform its duties hereunder in adverse claims or demands being made in connection accordance with the terms of this Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as Agreement prior to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesattempted amendment hereof.

Duties of the Escrow Agent. (a) The duties Notwithstanding anything herein to the contrary, the Escrow Agent shall retain and promptly dispose of all or any part of the Escrow Fund in accordance with this Agreement. The Escrow Agent hereunder are only such as are specifically set forth in shall not be liable for any act or omission to act under this Agreement, such duties being purely ministerial in nature, including any and no other duties or obligations shall be read into this Agreement all claims made against the Escrow Agent as a result of its holding the Escrow Fund, except for its own gross negligence or willful misconduct. ProCare and Pledgor, jointly and severally, shall indemnify and hold harmless the Escrow Agent from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including, but not limited to, reasonable attorneys' fees)(the "Damages") claimed against or incurred by the Escrow Agent arising out of or related, directly or indirectly, to this Agreement, except acts of gross negligence or willful misconduct. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, including, but not limited to, the Purchase Agreement. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Fund until it shall (i) receive written instructions signed by ProCare and Pledgor or (ii) is directed otherwise by a court of competent jurisdiction. (b) The Escrow Agent may act in reliance upon any instructions signed with a signature believed by it to be genuine, and may assume that any person who has been designated by ProCare or Pledgor to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof, has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. (c) The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to ProCare and Pledgor, at the addresses set forth herein or at such other address as such parties shall provide, at least thirty (30) days prior to the date specified for such resignation to take effect. In such event, ProCare and Pledgor shall appoint a successor escrow agent within said thirty (30) days. If a successor escrow agent is not designated within such period, the Escrow Agent may appoint a successor escrow agent; provided, however, that such successor escrow agent shall be acceptable to ProCare and Pledgor and shall agree to abide by the terms and conditions of this Agreement. Upon the effective date of such resignation, the Escrow Fund shall be delivered by it to such successor escrow agent. In the event the Escrow Agent does not appoint a successor escrow agent within thirty (30) days, the Escrow Fund shall be delivered to and deposited with a court of competent jurisdiction to act as successor escrow agent. Upon the delivery of the Escrow Fund pursuant to this Section 1.8(c) to a successor escrow agent, the Escrow Agent shall be relieved of all further liability hereunder. (d) In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine the respective rights of such parties with respect to this Agreement and, upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. (e) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken under a duty to examine, inquire into or suffered by it hereunder in good faith and in accordance with such written advice. (d) In pass upon the event validity, binding effect, execution or sufficiency of this Agreement or of any disagreement between the Acquiror and the Stockholder resulting in adverse claims amendment or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvessupplement hereto.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible liable to any person or entity for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed action taken in good faith and believed by the Escrow Agent to be genuine authorized or within the rights and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The powers conferred upon Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to under this Agreement and Agreement. Escrow Agent shall not be liable and shall also have full and complete authorization and protection for any omission or any action taken taken, or suffered by it hereunder Escrow Agent, in good faith faith. Escrow Agent shall have no duties or obligations other than as expressly stated herein, and shall be protected and not liable for acting upon any notice, certificate or other communication not only with respect to its execution, validity and effectiveness of such notice’s, certificate’s, or other communication’s provisions, but also as to the truth and accuracy of any information therein contained, which notice, certificate or other communication Escrow Agent shall have, in accordance with such written advicegood faith, believed to have been genuine or valid and which Escrow Agent, in good faith, believed to have been signed or presented by a proper person or persons. (db) Escrow Agent shall not be bound by any notice or demand with respect hereto, or any waiver, modification, amendment, termination or revision of this Agreement unless signed by both the Company and each Depositor (unless such notice or demand is a Surrender Notice or Dispute Notice, Payment Notice in which event the signature of only the party giving such notice under the applicable provisions of Article 2 shall be required) and delivered in writing to Escrow Agent and, if the duties of Escrow Agent are affected, unless Escrow Agent shall have given Escrow Agent’s prior written consent thereto. Escrow Agent shall not be liable or responsible for anything done or omitted to be done by Escrow Agent in good faith, it being understood that Escrow Agent’s liability hereunder shall be limited solely to willful misconduct or gross negligence on its part. Escrow Agent may rely conclusively on, and shall be protected from acting or refraining from acting upon, any written notice, instruction or request furnished to Escrow Agent hereunder and reasonably believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. Escrow Agent shall be under no duty to inquire into the authority of any person acting in connection herewith or into the genuineness of any signature. (c) Escrow Agent or any successor which is hereafter appointed may, at any time, resign by giving written notice to both the Company and each Depositor and shall be discharged of Escrow Agent’s duties under this Agreement upon the appointment of a successor escrow agent. In the event of any disagreement between such resignation, a successor escrow agent shall be promptly appointed upon the Acquiror mutual written agreement of the Company and each Depositor. Any such successor escrow agent shall deliver to the Stockholder resulting Company and each Depositor a written instrument accepting such appointment hereunder and thereupon the successor escrow agent shall succeed to all the rights and duties of Escrow Agent and shall be entitled to receive the certificate evidencing the Deposit Shares and all the other properties then held by Escrow Agent in adverse claims or demands being made in connection with the Escrow Fund, Account or in otherwise pursuant to this Agreement. In the event that a successor escrow agent is not appointed by the Escrow Agent in good faith is in doubt as to what action Company and the Escrow Agent should take hereunderDepositor within 30 calendar days of such written notice, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The then Escrow Agent shall have the optionright, after 30 calendar days’ written notice to but not the other parties of its intention to do soduty, to file bring an interpleader action in a court of competent jurisdiction to have a successor agent appointed and deposit the certificate evidencing the Deposit Shares and all other properties then held by Escrow Agent in the Escrow Account or otherwise pursuant to this Agreement with such court and shall be reimbursed by the Company for all of the costs and expenses of Escrow Agent with respect to such interpleader requiring action. The Company and the parties to answer Depositor agree that any such action shall be brought only in a court of the State of New York located in New York County or in the Federal Court for the Southern District of New York (which courts are acknowledged by both the Company and litigate any claims and rights between themselvesthe Depositor as courts of competent jurisdiction).

Duties of the Escrow Agent. (a) In performing its duties under this Agreement or upon the claimed failure to perform its duties hereunder, the Escrow Agent shall have no liability except for the Escrow Agent's willful misconduct or gross negligence. The duties Escrow Agent's sole responsibility shall be for the safekeeping and disbursement of the Escrow Agent hereunder are only such as are specifically set forth Amount in accordance with the terms of this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, have no implied duties or for determining or compelling compliance therewith, obligations and shall not otherwise by bound thereby. (b) be charged with knowledge or notice of any fact or circumstance not specifically set forth herein or in any notice given to it under this Agreement in accordance with Section 12 hereof. The Escrow Agent shall be entitled to rely upon and shall be protected in acting upon any orderrequest, judgmentinstructions, certification, demand, notice, instrument statement or other writing delivered instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which the Escrow Agent hereunder without being required shall in good faith believe to determine be genuine, to have been signed or presented by the authenticity person or Parties purporting to sign the correctness same and to conform to the provisions of this Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages. The Escrow Agent shall not be obligated to take any fact stated therein legal action or to commence any proceeding in connection with the propriety Escrow Amount, any account in which the Escrow Amount is deposited or validity thereofthis Agreement, or to appear in, prosecute or defend any such legal action or proceedings. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of consult legal counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered selected by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between dispute or question as to the Acquiror construction of any of the provisions hereof or of any other agreement or of its duties hereunder, and the Stockholder resulting shall incur no liability and shall be fully protected from any liability whatsoever in adverse claims or demands being made acting in connection accordance with the Escrow Fund, opinion or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery instruction of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithsuch counsel. The Escrow Agent shall have no obligations or responsibilities in connection with the optionMerger Agreement, after 30 calendar days’ written notice to or any other agreement between the Parties, other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesthan this Agreement.

Duties of the Escrow Agent. (a) The duties and responsibilities of the Escrow Agent hereunder are only such as are specifically shall be limited to those expressly set forth in this Escrow Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for bound in any way by any other contract or agreement referred to hereinbetween Purchaser or Seller, whether or not Escrow Agent has knowledge of any such contract or agreement or terms or conditions thereof except for determining or compelling compliance therewith, and shall not otherwise by bound therebythe applicable sections of the Purchase Agreement specifically referenced in this Escrow Agreement. (b) The Escrow Agent shall not be liable to anyone for any damages, losses, or expenses incurred as a result of any act or omission of Escrow Agent, unless such damages, losses, or expenses are caused by Escrow Agent's willful misconduct or gross negligence. Accordingly, Escrow Agent shall not incur any such liability with respect to: (i) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for herein, not only as to its due execution by an authorized person and as to the validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein that Escrow Agent shall in good faith believe to be genuine, to have been signed by a proper person or persons, and to conform to the provisions of this Escrow Agreement; and (ii) any action taken or omitted in reliance upon the advice of counsel (which may be of Escrow Agent's own choosing). (c) Purchaser and Seller hereby jointly and severally agree to indemnify and hold harmless Escrow Agent to the fullest extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees and disbursements of counsel), actions, proceedings, or investigations (whether formal or informal), or threats thereof (all of the foregoing being hereinafter referred to as "ESCROW AGENT LIABILITIES"), based upon, relating to, or arising out of, the provision of services hereunder; provided, however, that no party hereunder shall be liable under this SECTION 6(C) for any amount paid in settlement of claims without their consent, which consent shall not be unreasonably withheld, or to the extent that a court of competent jurisdiction finally judicially determines that such Escrow Agent Liabilities resulted from the willful misconduct or gross negligence of the applicable Escrow Agent. (d) If a dispute between any of the parties hereto sufficient to justify its doing so shall occur, Escrow Agent shall be entitled to rely tender the Escrowed Funds and/or the Escrowed Shares into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as appropriate, and thereupon to be discharged from all further duties and liabilities under this Escrow Agreement. The filing of any such legal proceedings shall not deprive Escrow Agent of any compensation earned prior to such filing and the provisions of SECTION 6(C) hereof shall survive such discharge. (e) If all or any part of the Escrowed Funds or the Escrowed Shares shall be attached, garnished, or levied upon pursuant to any court order, or the delivery thereof shall be stayed or enjoined by a court order, or any other order, judgment, certificationor decree shall be made or entered by any court affecting the Escrowed Funds or the Escrowed Shares, demandor any part thereof, noticeor any act of Escrow Agent, instrument or other writing delivered to the Escrow Agent hereunder is hereby expressly authorized to obey and comply with all final writs, orders, judgments, or decrees so entered or issued by any court, without being required to determine the authenticity or the correctness necessity of any fact stated therein or the propriety or validity thereof. The inquiring whether such court has jurisdiction, and if Escrow Agent may act in reliance upon obeys or complies with any instrument such writ, order, judgment, or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and decree, it shall not be liable and shall have full and complete authorization and protection for to any action taken of the parties hereto or suffered to any other person by it hereunder in good faith and reason of such compliance. (f) Escrow Agent may resign at any time by notifying the other parties hereto in accordance with SECTION 8 below. From the date upon which such written advice. notice is received by Purchaser and Seller until the earlier of: (di) In the event acceptance by a successor escrow agent as shall be appointed (A) by an agreement of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fundsuch parties, or in (B) if the event that parties are unable to agree within twenty (20) days following the Escrow Agent in good faith is in doubt as last party to what action receive such notice, by the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery senior active Judge of the Escrow FundUnited States District Court for the Northern District of Georgia upon application by Purchaser and Seller; and (ii) thirty (30) days following the date upon which notice was mailed, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the optionright to tender into the registry or custody of any court of competent jurisdiction any part or all of the Escrowed Funds or the Escrowed Shares, after 30 calendar days’ written notice to the other parties of as applicable, whereupon its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesduties hereunder shall cease.

Duties of the Escrow Agent. (a) 6.1 The Escrow Agent’s sole duties hereunder shall be to hold the Escrow Funds and any monies received or accrued with respect thereto, to make payments and deliver funds in accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. The Escrow Agent shall not be liable for any action or step taken or omitted by it in good faith or for anything which it may do or refrain from doing in connection herewith, except for its own wilful misconduct or negligence. The Escrow Agent may act upon any notice, certificate, instrument, request, paper or other document reasonably believed by it to be genuine or to have been made, sent, signed, prescribed or presented by the proper person or persons, and accordingly the Escrow Agent hereunder are only (i) shall incur no liability for, or in respect of, any action taken, or omitted, by it in such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, reliance; and no other duties or obligations (ii) shall be read into this Agreement against held harmless from anything suffered by it because of such reliance, except in the event of bad faith, wilful misconduct or negligence of the Escrow Agent. The Escrow Agent shall be under no obligation to commence or defend any action, suit or legal proceeding in connection herewith, unless indemnified to its reasonable satisfaction by the Party or Parties requesting that it undertake such action. The Parties, severally and not be responsible for any other agreement referred jointly, undertake to herein, or for determining or compelling compliance therewith, reimburse and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to indemnify the Escrow Agent hereunder without being required to determine the authenticity for all and any losses, costs, expenses, liabilities, claims, actions or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by demands including reasonable court and legal costs duly documented, which the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made incurred in connection with the Escrow FundAgreement, with exclusion of all and any losses, costs, expenses, liabilities, claims, actions or demands that have resulted from, or arisen in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderconnection with, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions Agent’s negligence, wilful misconduct, or a Determination Order, as applicable, directing delivery infringement of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties provision of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselveslaw or of this Agreement.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Funds held hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any Escrow Funds held hereunder, except as directed in this Agreement. Uninvested Escrow Funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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 expenses, arising out of and in connection with this Agreement. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any Escrow Funds held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays. This Section 5(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) In The Escrow Agent has no interest in the event Escrow Funds deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Funds shall be subject to withholding regulations then in force with respect to United States and Iowa state taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 5(e) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collectability of any disagreement between security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the Acquiror sale, retention, or other action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Stockholder resulting Escrow Funds to any successor Escrow Agent jointly designated by the other parties hereto in adverse claims writing, or demands being made to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Fund, or in the event that this Agreement. The resignation of the Escrow Agent in good faith will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is in doubt as thirty (30) days after the date of delivery of its written notice of resignation to what action the other parties hereto. If, at that time, the Escrow Agent should take hereunderhas not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Funds until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, nonappealable order of a court of competent jurisdiction. (i) The Escrow Agent may at any time file an equitable action of interpleader in the Iowa District Court in Story County, Iowa, and deposit the Escrow Funds with the Court. Upon deposit of the Escrow Funds with the Court, the Escrow Agent shall retain the Escrow Fund until be released of and from any further obligations arising in connection with this Agreement. (j) FNB and UB shall pay the Escrow Agent compensation (as payment in full) for the services to be rendered by the Escrow Agent hereunder in the amount of ______ dollars ($______) at the time of execution of this Agreement and agree to reimburse the Escrow Agent for all reasonable expenses incurred by the Escrow Agent in performance of its duties hereunder (including reasonable attorneys’ fees). Any such compensation and reimbursement to which the Escrow Agent is entitled shall have received Payment Instructions be borne fifty percent (50%) by FNB and fifty percent (50%) by UB. Any fees or a Determination Order, as applicable, directing delivery expenses of the Escrow Fund, in which event Agent or its attorneys that are not paid as provided for herein may be taken from the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesFunds.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. 9.1 The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Amount held by it hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any funds held hereunder except as directed in this Escrow Agreement. Uninvested funds held hereunder shall not earn or accrue interest. 9.2 The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally as to 50% each indemnify and hold harmless the Escrow Agent (band any successor to the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Amount, or any loss of interest incident to any such delays. 9.3 The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (c) 9.4 The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this t. his Escrow Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. 9.5 The Escrow Agent does not have any interest in the Escrow Amount deposited hereunder but is serving as escrow holder only and having only possession thereof. Any payments of income from the Escrow Amount shall have the option, after 30 calendar days’ written notice be subject to the other parties of its intention withholding regulations then in force with respect to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselves.United States

Duties of the Escrow Agent. (a) The duties and obligations of the Escrow Agent, in its capacity as such, shall be determined solely by the express provisions of this Agreement and the Escrow Agent hereunder are only shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for bound in any way by any other agreement referred to herein, or for determining contract among any of the parties (whether or compelling compliance therewith, and shall not otherwise by bound therebythe Escrow Agent has knowledge thereof). (b) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Buyer shall indemnify and hold harmless the Escrow Agent (and any successor of the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Long Term Escrowed Amount, or any loss of interest incident to any such delays. In no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Escrow Agent shall be entitled to rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in good faith in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) . In the administration of the Long Term Escrowed Amount, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may, consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken the performance of agents or for anything done, suffered by it hereunder or omitted in good faith and by it in accordance with the advice or opinion of any such written advicecounsel, accountants or other skilled persons. (d) In If a controversy arises between one or more of the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fundparties hereto, or in between any of the event that parties hereto and any person not a party hereto, as to whether or not or to whom the Escrow Agent in good faith is in doubt shall deliver the Long Term Escrowed Amount or any portion thereof or as to what action any other matter arising out of or relating to this Agreement or the Escrow Agent should take Long Term Escrowed Amount deposited hereunder, the Escrow Agent shall not be required to determine the same and need not make any delivery of the Long Term Escrowed Amount or any portion thereof but may retain it without liability to anyone until the Escrow Fund until rights of the parties to the dispute shall have finally been determined by (i) mutual agreement, or (ii) a copy of a final judgment by or order of a board of arbitration or a court of competent jurisdiction with respect to which any period of time to appeal such judgment or order shall have lapsed, accompanied by a certification that any period of time to file an appeal of such judgment or order has lapsed and no such appeal has been filed or is otherwise pending, but the Escrow Agent shall have received Payment Instructions be under no duty whatsoever to institute or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithdefend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notice from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (e) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent under the terms and conditions of this Agreement. By such acceptance and agreement, however, the Escrow Agent shall not be deemed to have waived any right with respect to any transaction or representation (other than its service as Escrow Agent hereunder) between or among it and any other party or parties hereto. (f) Any company into which the optionEscrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all of substantially all of its escrow/custody business, after 30 provided such company shall be eligible to serve as Escrow Agent hereunder, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity hereunder, the Escrow Agent may resign and be discharged from its duties or obligations by giving notice of its resignation to the parties to this Agreement, specifying a date not less than sixty (60) calendar days’ days following such notice date when such resignation shall take effect. Buyer and the Sellers' Representative shall jointly designate a successor Escrow Agent prior to the expiration of such sixty (60) calendar days period by giving written notice to the other parties resigning Escrow Agent. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrowed Amount until receipt of a designation of successor escrow agent from the Buyer and the Sellers' Representative. The Escrow Agent shall promptly transfer the Long Term Escrowed Amount to such designated successor. (g) The Escrow Agent shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its intention duties hereunder (including reasonable fees, expenses and disbursements of its counsel). Such fees, costs and expenses payable to do sothe Escrow Agent shall be borne one-half by Tilia and one-half by the Buyer. (h) The Sellers and the Buyer shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including but not limited to file an action reasonable counsel fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent arising out of or in interpleader requiring connection with its acceptance of, or the parties performance of its duties and obligations under this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to answer this Agreement. Such reimbursement to and litigate any claims indemnification of the Escrow Agent shall be borne one-half by Tilia and rights between themselvesone-half by the Buyer. (i) The Sellers, the Buyer and the Escrow Agent agree to be bound by the terms set forth on Exhibit A hereto.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Indemnity Escrow Fund kept by it hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any funds held hereunder except as directed in writing pursuant to this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable to the parties hereto for actions taken or not taken by the Escrow Agent hereunder, except to the extent such actions or inactions involved gross negligence, willful misconduct or fraud on the part of the Escrow Agent. Except with respect to claims based upon such gross negligence, willful misconduct or fraud that are successfully asserted and proved against the Escrow Agent, the Buyer and the Sellers (the “Depositors”) shall jointly and severally indemnify and hold harmless the Escrow Agent (and any successor of the Escrow Agent) from and against any and all such losses, liabilities, claims, actions, damages and expenses not arising out of the Escrow Agent’s gross negligence or willful misconduct, including reasonable attorneys’ fees and disbursements, arising out of and in connection with this Agreement or being the Escrow Agent hereunder (including but not limited to any losses incurred by the Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct). Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence, willful misconduct or fraud) in the investment or reinvestment of the Indemnity Escrow Fund, or any loss of interest incident to any such delays. In no event shall the Escrow Agent be liable for any consequential, punitive or special damages. (c) The Escrow Agent shall be entitled to conclusively rely upon and act in accordance with any order, judgment, certification, demand, notice, instrument or other writing (whether in its original form or facsimile form) delivered to it hereunder in compliance with the Escrow Agent hereunder requirements of this Agreement without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to and received by the Escrow Agent. (cd) The Escrow Agent may consult with and act pursuant to the advice of counsel of its own choice selection with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) The Escrow Agent does not have any interest in the Indemnity Escrow Amount deposited hereunder but is serving as escrow holder only and having only possession thereof. Any payments of income from the Indemnity Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are a part of the Indemnity Escrow Fund and is not responsible for any other reporting. (f) The Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any securities or endorsements hereunder. (g) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor of the Escrow Agent) may at any time resign as such by delivering all monies and any other property remaining in the Indemnity Escrow Fund (the “Escrow Property”) to any successor of the Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is 30 days after the date of delivery of its written notice of resignation to the other parties hereto. Within 30 calendar days after receiving the foregoing notice of resignation from the Escrow Agent, the Buyer and the Sellers shall jointly agree on and appoint a successor of the Escrow Agent. If a successor of the Escrow Agent has not accepted such appointment by the end of such 30-day period, the Escrow Agent may, in its sole discretion, apply, at the joint expense of the Depositors, to a court of competent jurisdiction for the appointment of a successor of the Escrow Agent or for other appropriate relief. (i) In the event of any disagreement dispute between or conflicting claims by or among the Acquiror Buyer and the Stockholder resulting in adverse claims Sellers and/or any other person or demands being made in connection entity with the respect to any Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderProperty, the Escrow Agent shall retain be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Property so long as such dispute or conflict shall continue, and the Escrow Fund until Agent shall not be or become liable in any way to the Depositors for failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received Payment Instructions security or a Determination Order, as applicable, directing delivery an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of the so acting. The Escrow FundAgent may, in which event the addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. (j) The Escrow Agent shall disburse be entitled to receive a one-time fee for the Escrow Fund services to be rendered by it hereunder in accordance therewiththe amount of $[ ] payable in advance on the date hereof(the “Fee”). The Escrow Agent shall have also be reimbursed for all expenses, disbursements and advances incurred or made by it in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel). Such compensation and reimbursement shall be paid from the optionIndemnity Escrow Fund; provided, after 30 calendar days’ written notice however, that the Buyer shall promptly reimburse the Sellers for 50% of any amounts debited from the Indemnity Escrow Fund in payment of the fees and expenses of the Escrow Agent. The parties hereto acknowledge and agree that no amount other than the Fee shall be owing to the Escrow Agent after this Agreement is terminated.1 (k) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other parties form of judicial or administrative process that in any way affects the Indemnity Escrow Fund (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Indemnity Escrow Fund), the Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its intention own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Escrow Agent shall not be liable to do soany of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (l) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). (m) Unless otherwise specifically set forth herein, the Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to the Escrow Agent’s usual collection practices or terms regarding items received by the Escrow Agent for deposit or collection. The Escrow 1 Subject to discussion with the Escrow Agent (in case there are outstanding claims after termination date). Agent shall not be required, or have any duty, to file an notify anyone of any payment or maturity under the terms of any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or security deposited hereunder or to exercise any right or privilege which may be afforded to the holder of any such security. (n) In the event of any ambiguity or uncertainty hereunder or in interpleader requiring any notice, instruction or other communication received by the parties to answer Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the Escrow Property, unless the Escrow Agent receives written instructions, signed by all Depositors, which eliminate such ambiguity or uncertainty. (o) The provisions of paragraphs 5(b), 5(e) and litigate any claims and rights between themselves5(j) shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.

Duties of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree and shall govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities: (a) The duties of Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent hereunder are believes in good faith emanates from one of the parties hereto, not only such as are specifically set forth in this Agreementto its due execution and the validity and effectiveness of its provisions, such duties being purely ministerial in nature, but also as to the truth and no other duties or obligations shall be read into this Agreement against the Escrow Agentaccuracy of any information contained therein. The Escrow Agent shall not be responsible for any other agreement referred is also relieved from the necessity of satisfying itself as to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythe authority of the persons executing this Agreement in a representative capacity. (b) The Escrow Agent shall not be entitled to rely upon liable for any order, error of judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity for any act on or the correctness of any fact stated therein step taken or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed omitted by it in good faith by the Escrow Agent to be genuine and faith, or for any mistake of fact or law, or for anything that it may assume in good faith that any person purporting to give receipt do or advice or make any statement or execute any document refrain from doing in connection with the provisions hereof has been duly authorized to do soherewith, except for its own gross negligence or willful misconduct. (c) The Escrow Agent may act pursuant to consult with, and obtain advice from, independent legal counsel selected by the advice Escrow Agent in the event of counsel of its own choice with respect any question as to any matter relating to this Agreement of the provisions hereof or its duties hereunder (the reasonable cost of obtaining such advice being borne by Stockholder and UAG), and it shall incur no liability and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder fully protected in good faith and acting in accordance with the opinion and instructions of such written advicecounsel. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the The Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereundershall have no duties except for those set forth herein, and the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions not be subject to, or a Determination Orderobliged to recognize, as applicableany other Agreement between, directing delivery or direction or instruction of, any or all of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithparties hereto. The Escrow Agent shall not be bound by any notice of a claim, demand or objection with respect to any of the Escrow Shares, or any waiver, modification, termination or recision of this Agreement, unless received by it in writing, and if its duties herein are effected, unless it shall have given its consent thereto. (e) The Escrow Agent's acceptance of the optionappointment as Escrow Agent hereunder shall not prevent it from representing any party hereto in any dispute over disbursement of, after 30 calendar days’ written notice to or conflicting claims, to, any of the other parties Escrow Shares, or otherwise. If any dispute arises over disbursement of, or conflicting claims to, any of the Escrow Shares, then the Escrow Agent may interplead such contested Escrow Shares into a court of proper jurisdiction of its intention choosing, and thereupon the Escrow Agent shall be fully and completely discharged of its duties as Escrow Agent with respect to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvessuch contested Escrow Shares.

Duties of the Escrow Agent. (a) The duties of Unless otherwise expressly provided in this Escrow Agreement, the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall shall: 6.1 Not be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be held liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder omitted under this Escrow Agreement so long as the Escrow Agent acted in good faith and without gross negligence. 6.2 Have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any securities, checks, or other documents or instruments submitted to the Escrow Agent in accordance connection with such written advicethe Escrow Agent’s duties under this Escrow Agreement. (da) In Be entitled to deem the event signatories of any documents or instruments submitted to the Escrow Agent as being those of the persons purported to be authorized to sign such documents or instruments on behalf of the parties to this Agreement and (b) be entitled to rely on the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind. 6.4 Be entitled to refrain from taking any action contemplated by this Escrow Agreement if the Escrow Agent becomes aware of any disagreement between the Acquiror parties to this Escrow Agreement as to any material facts or as to the happening of any contemplated event precedent to such action. 6.5 Be entitled to compensation for its services under this Agreement in such amounts as may be agreed on from time to time and to reimbursement of its normal out-of-pocket expenses (including, without limitation, the Stockholder resulting reasonable fees and costs of attorneys or agents that it may find necessary to engage in adverse claims or demands being made in connection with performance of its duties), all to be paid by the Escrow Fundparties to this Agreement pursuant to the terms of Paragraph 1. 6.6 Be jointly and severally indemnified and held harmless by Seller and Purchaser from all losses, or in the event costs, and expenses that the Escrow Agent may incur as a result of its involvement in good faith is in doubt as to what any litigation arising from performance of its duties under this Escrow Agreement, provided that such litigation shall not result from any action taken or omitted by the Escrow Agent should take hereunder, for which it shall have been adjudged negligent or to have acted in bad faith. This indemnification shall survive termination of this Agreement until extinguished by any applicable statute of limitations. 6.7 Invest the dividends and other distributions paid with respect to the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination OrderShares in an account bearing daily interest, as applicable, directing delivery of the Escrow Fundwhich account may be liquidated, in which event the Escrow Agent shall disburse the Escrow Fund whole or in accordance therewith. The Escrow Agent shall have the optionpart, after 30 calendar days’ written notice to the other parties of its intention to do sowithout penalty and with accrued interest, to file an action in interpleader requiring the parties to answer at any business time, unless Seller and litigate any claims and rights between themselvesPurchaser otherwise agree.

Duties of the Escrow Agent. (a) The duties and obligations of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into determined solely by the express provisions of this Agreement against and the Escrow Agent. The Escrow Agent shall not be responsible liable except for any other agreement referred the performance of such duties and obligations as are expressly and specifically set out in this Escrow Agreement. (a) Within five (5) business days of receipt of a statement from the financial institution where the Escrow Account is established, the Escrow Agent will mail to herein, or for determining or compelling compliance therewith, and shall not otherwise Lincoln Land a copy of the bank statement received by bound therebythe Escrow Agent. (b) The Escrow Agent shall not be entitled under any duty to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to give the amounts on deposit in the Escrow Agent hereunder without being Account any greater degree of care than it gives its own similar property and shall not be required to determine the authenticity or the correctness of invest any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do sofunds held hereunder. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable required to inquire as to its performance or observation of any obligation, term, or condition under any other agreement or arrangement between Lincoln Land and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advicea Road Authority. (d) The Escrow Agent shall not have any responsibility to determine the authenticity or validity of any notice, direction, instructions, instruments, documents, or other items delivered to it by any Party, and the Escrow Agent shall be fully protected in acting in accordance with any written direction or instructions given to it under, or pursuant to, this Escrow Agreement and believed by it to be authentic unless it shall have been guilty of gross negligence or willful misconduct. (e) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims ambiguity or demands being made in connection with the Escrow Fund, uncertainty hereunder or in the event that any notice, instruction or other communication received by the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain may, in its sole discretion, refrain from taking any action other than retaining the amounts on deposit in the Escrow Fund until Account, unless the Escrow Agent shall have received Payment Instructions or a Determination Orderreceives (i) written instructions, as applicable, directing delivery signed on behalf of the Escrow FundParty who delivered the ambiguous or uncertain notice, in instruction, or other communication originally, which event the eliminates such ambiguity or uncertainty or (ii) security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses it may incur by reason of so acting. (f) The Escrow Agent shall disburse the is not a party to, and is not bound by, any agreement or other document out of which this Escrow Fund in accordance therewithAgreement may arise. The Escrow Agent shall have be under no liability to any Party hereto by reason of any failure on the optionpart of any Party hereto or any maker, after 30 calendar days’ written notice guarantor, endorser or other signatory of any document or any other person to perform such person's obligations under any such document. Except for amendments to this Escrow Agreement, and except for notices or instructions to the Escrow Agent under this Escrow Agreement, the Escrow Agent shall not be obligated to recognize any agreement to which Lincoln Land or a Road Authority is a party, notwithstanding that references thereto may be made herein and whether or not the Escrow Agent has knowledge thereof. (g) The Escrow Agent shall not be bound by any waiver, modification, termination, or rescission of this Escrow Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper Party or Parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. (h) This Agreement shall not be deemed to create a fiduciary relationship among the Parties hereto under state or federal law. (i) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of this Escrow Agreement or for any property delivered hereunder, or for the value or collectability of any note, check or other parties instrument, if any, so delivered, or for any representations made or obligations assumed by any Party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement. (j) The Escrow Agent shall be and is hereby released from any and all liability for any disbursement of any amounts as may be made by the Escrow Agent in accordance with a Road Authority's instructions or direction pursuant to the terms and conditions of this Escrow Agreement, other than liability incurred as a result of its intention gross negligence or willful misconduct. (k) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. (l) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to do sothe construction of any of the provisions of this Escrow Agreement or its duties hereunder, to file an and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in interpleader requiring good faith in accordance with the parties to answer and litigate any claims and rights between themselvesadvice or opinion of such counsel except as a result of the Escrow Agent's gross negligence or willful misconduct.

Duties of the Escrow Agent. (a) Notwithstanding anything herein to the contrary, the Escrow Agent shall retain and promptly dispose of all or any part of the Escrow Fund in accordance with this Agreement. The duties reasonable fees and expenses of the Escrow Agent hereunder are only such in connection with its execution and performance of this Agreement as are specifically set forth on Schedule 1 hereto shall be borne by Darlington and shall be due and payable upon the signing of this Agreement and on the first day of each subsequent year during which this Agreement remains in effect. The Escrow Agent shall not be liable for any act or omission to act under this Agreement, such duties being purely ministerial in nature, including any and no other duties or obligations shall be read into this Agreement all claims made against the Escrow Agent as a result of its holding the Escrow Fund, except for its own gross negligence or willful misconduct. The Company and Darlington, jointly and severally, shall indemnify and hold harmless the Escrow Agent from and against any and all claims, losses, costs, liabilities, damages, suits, demands, judgments or expenses (including, but not limited to, reasonable attorneys' fees and costs)(the "Damages") claimed against or incurred by the Escrow Agent arising out of or related, directly or indirectly, to this Agreement, except acts of gross negligence or willful misconduct. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable laws, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement, other than the Separation Agreement. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to refrain from taking any action other than to keep safely the Escrow Fund until it shall (i) receive written instructions signed by the Company and Darlington or (ii) is directed otherwise by a court of competent jurisdiction. (b) The Escrow Agent may act in reliance upon any instructions signed with a signature believed by it to be genuine, and may assume that any person who has been designated by the Company or Darlington to give any written instructions, notice or receipt, or make any statements in connection with the provisions hereof, has been duly authorized to do so. The Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy or validity of any statements or instructions or any signatures on statements or instructions. (c) The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the Company and Darlington, at the addresses set forth herein or at such other address as such parties shall provide, at least thirty (30) days prior to the date specified for such resignation to take effect. In such event, the Company and Darlington shall appoint a successor escrow agent within said thirty (30) days. If a successor escrow agent is not designated within such period, the Escrow Agent may appoint a successor escrow agent; provided, however, that such successor escrow agent shall be acceptable to the Company and Darlington and shall agree to abide by the terms and conditions of this Agreement. Upon the effective date of such resignation, the Escrow Fund shall be delivered by it to such successor escrow agent. In the event the Escrow Agent does not appoint a successor escrow agent within thirty (30) days, the Escrow Fund shall be delivered to and deposited with a court of competent jurisdiction to act as successor escrow agent. Upon the delivery of the Escrow Fund pursuant to this Section 1.5(c) to a successor escrow agent, the Escrow Agent shall be relieved of all further liability hereunder. (d) In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the parties hereto, the Escrow Agent shall have the right to interplead said parties in any court of competent jurisdiction and request that such court determine the respective rights of such parties with respect to this Agreement and, upon doing so, the Escrow Agent shall be released from any obligations or liability to either party as a consequence of any such claims or demands. (e) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken under a duty to examine, inquire into or suffered by it hereunder in good faith and in accordance with such written advice. (d) In pass upon the event validity, binding effect, execution or sufficiency of this Agreement or of any disagreement between the Acquiror and the Stockholder resulting in adverse claims amendment or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvessupplement hereto.

Duties of the Escrow Agent. a. The Escrow Agent will (ai) keep all cash and investments in each Escrow Fund in one or more accounts conspicuously marked on the records of the Escrow Agent, as “Indemnity Escrow Fund for the benefit of United Stationers Supply Co. and Brazos Equity XX XX, LLC, as agent,” “Working Capital Escrow Fund for the benefit of United Stationers Supply Co. and Brazos Equity XX XX, LLC, as agent,” as applicable, together with the account numbers thereof, and (ii) give such further assurances as Buyer and Representative may reasonably request in order to ensure that the Escrow Agent is in compliance with the provisions of this Agreement. b. The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall will be read into this Agreement against the Escrow Agent. The Escrow Agent shall will not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall will not otherwise by be bound thereby. IN NO EVENT WILL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. (b) c. The Escrow Agent shall will be entitled to rely upon any order, judgment, certification, demand, notice, instrument instrument, or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) d. The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall will not be liable and shall will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) e. In the event of any disagreement between the Acquiror Buyer and the Stockholder Representative resulting in adverse claims or demands being made in connection with any portion of the Escrow FundFunds, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderhereunder with respect to any portion of the Escrow Funds, the Escrow Agent shall will retain such portion of the Indemnity Escrow Fund or the Working Capital Escrow Fund, as applicable, until the Escrow Agent shall will have received Purchase Price Payment Instructions Instructions, a Purchase Price Determination Order, Indemnity Payment Instructions, or a an Indemnity Determination Order, as applicable, directing delivery of any Escrow Funds (and with respect to a Purchase Price Determination Order or an Indemnity Determination Order, the Escrow Funddesignated period for challenge thereof as referred to herein has lapsed), in which event the Escrow Agent shall will disburse the Escrow Fund Funds in accordance therewith. The Escrow Agent shall will have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between among themselves.

Duties of the Escrow Agent. (a) The Parties agree that the duties of the Escrow Agent hereunder are only such as are specifically purely ministerial in nature. The Escrow Agent’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, such and the Escrow Agent shall not have any duties being purely ministerial under, be subject to, nor be obliged to recognize, any other agreement between any or all of the Parties hereto, including but not limited to the Purchase Agreement, even though reference thereto may be made herein. This Agreement may be amended at any time or times by an instrument in naturewriting signed by all of the then parties hereto, including the Escrow Agent. The duties and obligations of the Escrow Agent hereunder shall be determined solely by the express provisions of this Agreement and applicable law, and no other implied duties or obligations shall be read into this Agreement against the Escrow Agent. Except as specifically set forth herein, the Escrow Agent shall be under no obligation to refer to the Purchase Agreement or any other documents between or among the Parties related in any way to this Agreement. The Escrow Agent shall have no duty as to the collection or protection of the Funds, nor as to the preservation of any rights pertaining thereto, beyond the safe custody of any such property actually in its possession. The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the terms hereof, provided the Escrow Agent follows the instructions issued in compliance with this Agreement. The Escrow Agent shall not be responsible for obligated to take any other agreement referred legal action or to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon commence any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document proceedings in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to Funds or this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow FundAgreement, or in the event that the Escrow Agent in good faith is in doubt as to what prosecute or defend any such legal action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesproceedings.

Duties of the Escrow Agent. (a) The duties Escrow Agent shall act as the agent, custodian and nominee of and for the benefit of CGI, the Underwriters and the holders of the Subscription Receipts with respect to all monies held by the Escrow Agent hereunder are only such pursuant hereto, as are specifically set forth in this Agreementtheir interests may appear from time to time, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against maintain a register of the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred holders from time to herein, or for determining or compelling compliance therewith, time of the Subscription Receipts and shall not otherwise by bound therebyact as agent with respect to the Subscription Receipts for the benefit of Receiptholders. (b) The In the exercise of its rights and duties hereunder, the Escrow Agent shall exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in comparable circumstances. No provision of this Agreement will be entitled construed to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to relieve the Escrow Agent hereunder without being required from liability for its own negligent action, its own negligent failure to determine the authenticity act, or the correctness of any fact stated therein its own wilful misconduct or the propriety or validity thereofbad faith. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by hereby accepts and agrees to perform them on the Escrow Agent to be genuine terms and may assume in good faith conditions set forth herein and represents and warrants that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been it is duly authorized and qualified to do socarry on the business of a trust company in all Provinces of Canada. (c) The Escrow Agent may shall retain the right not to act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for refusing to act if, due to a lack of information or for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderother reason whatsoever, the Escrow Agent shall retain Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow FundAgent, in which event the Escrow Agent shall disburse the Escrow Fund its sole judgment, determine at any time that its acting under this Agreement has resulted in accordance therewith. The Escrow Agent its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the option, after 30 calendar days’ right to resign on 10 Business Days written notice to the other parties to this Agreement, provided (i) that the Escrow Agent's written notice shall describe the circumstances of its intention such non-compliance; and (ii) that if such circumstances are rectified to do sothe Escrow Agent's satisfaction within such 10 Business Days period, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesthen such resignation shall not be effective.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Property held by it hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the funds comprising part of the Escrow Property or any loss of interest incident to any such delays. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Property shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 6(e) and Section 6(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collect ability of any security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Property to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, non-appealable order of a court of competent jurisdiction. (i) In the event of any disagreement between the Acquiror and the Stockholder other parties hereto resulting in adverse claims or demands being made in connection with the Escrow FundProperty, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent it should take hereunder, the Escrow Agent shall be entitled to retain the Escrow Fund Property until the Escrow Agent shall have received Payment Instructions or (i) a Determination Orderfinal, as applicable, non-appealable order of a court of competent jurisdiction directing delivery of the Escrow FundProperty or (ii) a written agreement executed by Nautilus and the Representative directing delivery of the Escrow Property, in which event the Escrow Agent shall disburse the Escrow Fund Property in accordance therewithwith such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer act on such court order and litigate any claims and rights between themselveslegal opinion without further question.

Duties of the Escrow Agent. (a) The It is agreed that the duties of the Escrow Agent hereunder are only such as those specifically provided herein, which are specifically set forth in this Agreement, such duties being purely ministerial in nature. The Escrow Agent shall have no responsibility with respect to the Escrowed Funds other than to follow the instructions contained herein. The Escrow Agent shall incur no liability in connection with this Escrow Agreement except for gross negligence, and no other misconduct or bad faith in the performance of its duties or obligations shall be read into this Agreement against the Escrow Agenthereunder. The Escrow Agent shall not be responsible for required to defend any other agreement referred legal proceedings which may be instituted against the Escrow Agent with respect to hereinthe subject matter of this Escrow Agreement unless requested to do so by one or more of the parties hereto and indemnified by the requesting party to the Escrow Agent's satisfaction. If any action is threatened or instituted against the Escrow Agent, or for determining or compelling compliance therewiththe Escrow Agent may interplead the parties hereto and may deposit the subject matter of this Escrow Agreement into court, and shall not otherwise by bound thereby. (b) The in such event the Escrow Agent shall be entitled to relieved of and discharged from any and all obligations and liabilities under this Escrow Agreement. The Escrow Agent may rely on and shall be protected in acting or refraining from acting upon any order, judgment, certification, demand, written notice, instrument instruction, instrument, statement, request or other writing delivered document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the Escrow Agent hereunder without being required to determine proper person, and shall have no responsibility for determining the authenticity or the correctness of any fact stated therein or the propriety or validity accuracy thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by also consult counsel satisfactory to it, including in-house counsel, and may reasonably rely on the advice of such counsel, provided the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder acts in good faith and in accordance with the advice of such written advice. (d) In counsel, and provided further that the event Escrow has no independent knowledge of any disagreement between material error or omission in such advice. The Escrow Agent shall not be required to institute legal proceedings of any kind. Without limiting the Acquiror and generality of the Stockholder resulting in adverse claims or demands being made preceding sentence, if there is any controversy in connection with the Escrowed Funds or any question as to the construction of this Escrow Fund, Agreement or in the event that any action to be taken by the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderAgent, the Escrow Agent shall retain not be required to resolve the Escrow Fund until controversy or take any action in connection therewith and may await the settlement of any such controversy by final legal proceedings or otherwise as the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithmay require. The Escrow Agent shall have the option, after 30 calendar days’ may resign and be discharged from its duties hereunder by giving not less than forty- five (45) days prior written notice of such resignation to Oak and the Stockholder Representatives, which notice shall specify the date when such resignation of such Escrow Agent shall take effect. Prior to the other parties effective date of its intention the resignation as specified in such notice, Oak will issue to do sothe Escrow Agent a written instruction authorizing redelivery of the Escrowed Funds to a bank or trust company that it selects as successor to the Escrow Agent hereunder, subject to file an action the reasonable consent of the Stockholder Representatives. If, however, Oak shall fail to name such a successor escrow agent within thirty (30) days after the notice of resignation from the Escrow Agent, the Stockholder Representatives shall be entitled to name such successor escrow agent. If no successor escrow agent is named by Oak or the Stockholder Representatives, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor escrow agent. Any successor escrow agent appointed in interpleader requiring accordance with the parties foregoing procedures shall succeed as the Escrow Agent hereunder and Oak and the Stockholder Representatives hereby consent to answer and litigate any claims and rights between themselvesapprove such successor.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder Representative resulting in adverse claims or demands being made in connection with the Indemnity Escrow Fund or the Representative Expense Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Indemnity Escrow Fund or the Representative Expense Fund, as applicable, until the Escrow Agent shall have received (i) with respect to the Indemnity Escrow Fund: Merger Consideration Payment Instructions, a Merger Consideration Determination Order, Indemnity Payment Instructions or a an Indemnity Determination Order, as applicable, directing delivery of the Indemnity Escrow FundFund (and with respect to an Indemnity Determination Order, the designated period for challenge thereof as referred to herein has lapsed), in which event the Escrow Agent shall disburse the Indemnity Escrow Fund in accordance therewith and (ii) with respect to the Representative Expense Fund: joint written instructions from the Acquiror and the Stockholder Representative, in which event the Escrow Agent shall disburse the Representative Expense Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselves.

Duties of the Escrow Agent. (a) The duties of Escrow Agent shall not be -------------------------- accountable with respect to the validity or value or any Escrowed Property and the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and makes no other duties representation or obligations shall be read into this Agreement against the Escrow Agentwarranty with respect thereto. The Escrow Agent shall not be responsible for any other agreement referred failure of the Company to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) comply with any of the covenants of the Company contained in this Agreement. The Escrow Agent shall be entitled obligated to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with perform only such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or duties as are specifically set forth in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithIndenture and this Agreement. The Escrow Agent shall not be liable for any action taken, omitted or suffered by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, and may conclusively rely and shall be protected in acting or refraining from acting in reliance upon an opinion of counsel or upon any certificate, request or other document reasonably believed by it to be genuine and to have been signed or presented by the optionproper party or parties. Without limiting the generality of the foregoing, after 30 calendar days’ written notice it is expressly agreed that the Escrow Agent shall not be responsible for any governmental approvals which may be required in connection with the issuance or delivery of Escrowed Property. The Escrow Agent shall not be required to take any action hereunder which, in the opinion of its counsel, would be contrary to law. The Escrow Agent shall not be under any duty hereunder to pay out or distribute any cash or other property to any person unless such cash or other property has been received by the Escrow Agent pursuant to this Agreement. The Escrow Agent is exclusively the agent, custodian and bailee of the Trustee as secured party for the benefit of the Trustee and the Holders, such that the Trustee shall be deemed in possession of the Escrowed Property and of the proceeds and investments of such Escrowed Property as required by Sections 9-305, 8-313 and 8-321, of the Uniform Commercial Code of the State of New York, as in effect on the date hereof, unless otherwise released or disbursed in accordance with the provisions of this Agreement. The Escrow Agent agrees to accept, hold and keep the Escrowed Property as agent, custodian and bailee solely for the Trustee as secured party for the benefit of the Trustee and the holders of the Securities separate and apart on the books and records of the Escrow Agent from any other property of the Company or the Trustee which the Escrow Agent may hold and to identify the Escrowed Property as being subject to the other parties Lien in favor of its intention to do sothe Trustee and the holders of the Securities, to file an action all in interpleader requiring accordance with the parties to answer terms and litigate any claims and rights between themselvesconditions of this Agreement.

Duties of the Escrow Agent. (a) The duties Escrow Agent, in its capacity as Bond Trustee, shall apply the cash proceeds from the Defeasance Securities and the uninvested cash on deposit in the Escrow Fund at the times and in the amounts set forth on the attached Exhibit B-1, without further authorization, to the payment of the Escrow Agent hereunder are only such Cash Defeasance Bonds, as are specifically set forth provided in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebySection 3 hereof. (b) The Escrow Agent shall be entitled is hereby directed to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to purchase the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act Defeasance Securities listed in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do soExhibit A hereto. (c) The Escrow Agent may act pursuant Agent, in its capacity as Bond Trustee, is hereby directed to call all of the Cash Defeasance Bonds for redemption on the Redemption Date, at a redemption price equal to the advice of counsel of its own choice with respect principal amount thereof plus accrued interest to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and the Redemption Date, in accordance with the provisions of the Bond Indenture. Notice of such written adviceredemption shall be given in accordance with the provisions of the Bond Indenture. Such notice shall be substantially the form attached as Exhibit C. The Corporation, by this Agreement, hereby irrevocably directs the Escrow Agent, in its capacity as Bond Trustee, to mail such notice. The Escrow Agent, in its capacity as Bond Trustee, without further authorization or direction from the Issuer or the Corporation, shall pay on such Redemption Date the principal of the Cash Defeasance Bonds so redeemed. Such payments shall be made from the Escrow Fund, and the Escrow Agent shall make such payments to the persons entitled thereto as provided in the Bond Indenture. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting The Escrow Agent, in adverse claims or demands being made in connection with the Escrow Fundits capacity as Bond Trustee, or in the event that the Escrow Agent in good faith is in doubt as hereby directed to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery give notice of the Escrow Fundestablishment of the escrow for the Cash Defeasance Bonds to the holders thereof, in which event substantially the Escrow Agent shall disburse form attached hereto as Exhibit D, within 10 business days of the Escrow Fund in accordance therewithdate hereof. The Escrow Agent shall have Bond Trustee, is hereby directed to send notice by electronic means of the option, after 30 calendar days’ written notice defeasance of the Cash Defeasance Bonds to the other parties Municipal Securities Rulemaking Board’s Electronic Municipal Market Access (“EMMA”) system within 10 business days of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesdate hereof.

Duties of the Escrow Agent. (a) The Escrow Agent's duties of and responsibilities in connection with this Escrow Agreement shall be purely ministerial and shall be limited to those expressly set forth in this Escrow Agreement, and the Escrow Agent hereunder are only shall not be liable except for the performance of such duties and obligations as are specifically set forth out in this Escrow Agreement. The Escrow Agent is not a principal, such duties being purely ministerial participant or beneficiary in natureany transaction underlying this Escrow Agreement and shall have no duty to inquire beyond the terms and provisions hereof. The Escrow Agent is not a party to, and no is not bound by, any agreement or other duties or obligations shall be read into document out of which this Escrow Agreement against may arise, including without limitation the Escrow AgentAgreement of Settlement. The Escrow Agent shall not be responsible for under no liability to any Party by reason of any failure on the part of any Party or any maker, guarantor, endorser or other signatory of any document or any other agreement referred person to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon perform such person's obligations under any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithdocument. The Escrow Agent shall have no duty or obligation of any kind in connection with this Escrow Agreement or the optionEscrow Fund and shall not be required to deliver the Escrow Fund or any part thereof or to take any action with respect to any matters that might arise in connection therewith, after 30 calendar days’ written notice other than to receive, hold and deliver the Escrow Fund as provided herein. Without limiting the generality of the foregoing, it is hereby expressly agreed by the Parties hereto that the Escrow Agent shall not be required to exercise any discretion hereunder and shall have no investment or management responsibilities with respect to the Escrow Fund other parties than set forth in this Escrow Agreement. It is the intention of the Parties hereto that the Escrow Agent shall never be required to use, advance or risk its own funds or otherwise incur financial liability in the performance of any of its intention duties or the exercise of any of its rights or powers hereunder. This Escrow Agreement shall not be deemed to do so, create a fiduciary relationship between the Parties hereto under state or federal law and the Escrow Agent shall not have any fiduciary obligations or duties to file an action any person or entity in interpleader requiring the parties to answer and litigate any claims and rights between themselvesconnection with this Escrow Agreement or otherwise.

Duties of the Escrow Agent. (a) The duties and obligations of the Escrow Agent, in its capacity as such, shall be determined solely by the express provisions of this Agreement and the Escrow Agent hereunder are only shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for bound in any way by any other agreement referred to herein, or for determining contract among any of the parties (whether or compelling compliance therewith, and shall not otherwise by bound therebythe Escrow Agent has knowledge thereof). (b) The Escrow Agent shall not be liable, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the Buyer shall indemnify and hold harmless the Escrow Agent (and any successor of the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrowed Amount, or any loss of interest incident to any such delays. In no event shall Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Escrow Agent shall be entitled to rely in good faith upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in good faith in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) . In the administration of the Escrowed Amount, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may, consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken the performance of agents or for anything done, suffered by it hereunder or omitted in good faith and by it in accordance with the advice or opinion of any such written advicecounsel, accountants or other skilled persons. (d) In If a controversy arises between one or more of the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fundparties hereto, or in between any of the event that parties hereto and any person not a party hereto, as to whether or not or to whom the Escrow Agent in good faith is in doubt shall deliver the Escrowed Amount or any portion thereof or as to what action any other matter arising out of or relating to this Agreement or the Escrow Agent should take Escrowed Amount deposited hereunder, the Escrow Agent shall not be required to determine the same and need not make any delivery of the Escrowed Amount or any portion thereof but may retain it without liability to anyone until the Escrow Fund until rights of the parties to the dispute shall have finally been determined by (i) mutual agreement, or (ii) a copy of a final judgment by or order of a board of arbitration or a court of competent jurisdiction with respect to which any period of time to appeal such judgment or order shall have lapsed, accompanied by a certification that any period of time to file an appeal of such judgment or order has lapsed and no such appeal has been filed or is otherwise pending, but the Escrow Agent shall have received Payment Instructions be under no duty whatsoever to institute or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewithdefend any such proceedings. The Escrow Agent shall be entitled to assume that no such controversy has arisen unless it has received conflicting written notice from the parties to this Agreement or a written notice from any person that such a controversy has arisen which refers specifically to this Agreement and identifies by name and address the adverse claimants to the controversy. (e) The Escrow Agent hereby accepts its appointment and agrees to act as the Escrow Agent under the terms and conditions of this Agreement. By such acceptance and agreement, however, the Escrow Agent shall not be deemed to have waived any right with respect to any transaction or representation (other than its service as Escrow Agent hereunder) between or among it and any other party or parties hereto. (f) Any company into which the optionEscrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all of substantially all of its escrow/custody business, after 30 provided such company shall be eligible to serve as Escrow Agent hereunder, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act. In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity hereunder, the Escrow Agent may resign and be discharged from its duties or obligations by giving notice of its resignation to the parties to this Agreement, specifying a date not less than sixty (60) calendar days’ days following such notice date when such resignation shall take effect. Buyer and the Sellers' Representative shall jointly designate a successor Escrow Agent prior to the expiration of such sixty (60) calendar days period by giving written notice to the other parties resigning Escrow Agent. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrowed Amount until receipt of a designation of successor escrow agent from the Buyer and the Sellers' Representative. The Escrow Agent shall promptly transfer the Escrowed Amount to such designated successor. (g) The Escrow Agent shall be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its intention duties hereunder (including reasonable fees, expenses and disbursements of its counsel). Such fees, costs and expenses payable to do sothe Escrow Agent shall be borne one-half by the Sellers and one-half by the Buyer. (h) The Sellers and the Buyer shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including but not limited to file an action reasonable counsel fees, incurred without bad faith, willful misconduct or gross negligence on the part of the Escrow Agent arising out of or in interpleader requiring connection with its acceptance of, or the parties performance of its duties and obligations under this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to answer this Agreement. Such reimbursement to and litigate any claims indemnification of the Escrow Agent shall be borne one-half by the Sellers and rights between themselvesone-half by the Buyer. (i) The Sellers, the Buyer and the Escrow Agent agree to be bound by the terms set forth on Exhibit A hereto.

Duties of the Escrow Agent. (a) The Escrow Agent shall be liable as a depository only. The duties and responsibilities of the Escrow Agent hereunder are shall be determined solely by the express provisions of this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are specifically expressly set forth in this Agreement, such duties being purely ministerial in nature, herein and no other further duties or obligations responsibilities shall be read into this Agreement against the implied. The Escrow AgentAgent shall have no duty to solicit any payments that may be due to it hereunder. The Escrow Agent shall not be responsible liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent's gross negligence or willful misconduct caused a loss to the Buyer or any Seller. In the administration of this Escrow Agreement and the Escrow Account hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other agreement referred skilled persons to hereinbe selected and retained by it. 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. The Escrow Agent shall not be liable for any mistake of fact or error in judgment, or for determining any act or compelling compliance therewithfailure to act of any kind taken in good faith and believed by it to be authorized or within the rights or powers conferred by this Escrow Agreement, and shall not otherwise unless such act or failure to act has been determined by bound therebya court of competent jurisdiction to constitute willful misconduct or gross negligence that caused a loss to the Buyer or any Seller, as the case may be. (b) The Escrow Agent shall not be entitled liable in any respect on account of identity, authority or rights of persons executing or delivering, or purporting to execute or deliver, any document, item, or other writing, and may rely absolutely and be fully protected in acting upon any orderitem, judgment, certification, demand, notice, instrument document or other writing delivered believed by it in good faith to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereofbe authentic in performing its duties hereunder. The Escrow Agent may act in reliance upon shall have no duty to inquire into or investigate the validity, accuracy or content of any instrument such document or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do soother writing. (c) The Buyer, on the one hand, and the Sellers, on the other hand, jointly and severally, agree to indemnify and hold the Escrow Agent and its directors, officers, agents and employees (collectively, the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket, incidental expenses, legal fees and expenses, the allocated costs and expenses of in-house counsel and legal staff and the costs and expenses of defending or preparing to defend against any claim ("Losses") that may act be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instruction or other direction upon which the Escrow Agent is authorized to rely pursuant to the advice terms of counsel this Escrow Agreement. All Losses hereunder shall be paid 50% by the Buyer, on the one hand, and 50% by the Sellers, on the other hand. The provisions of its own choice with respect to any matter relating to this Section 6(c) shall survive the termination of this Escrow Agreement and the resignation or removal of the Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall not the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of such loss or damage and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written adviceregardless of the form of action. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the parties to this Escrow FundAgreement, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderpersons claiming under them, or any of them, the Escrow Agent shall retain reserves the right to hold all Escrow Fund Funds in its possession until a mutual agreement has been reached between all of said parties, or until delivery is made to court in any interpleader action, or until as otherwise authorized by final judgment or decree. (e) The Escrow Agent may resign and be discharged from its duties under this Escrow Agreement by giving the Buyer and the Sellers 30 days? prior written notice thereof. (f) At any time, the Buyer and the Sellers may discharge the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of by jointly executing and delivering to the Escrow FundAgent notice of its discharge as Escrow Agent hereunder and specifying (i) the date when such discharge shall take effect and (ii) the successor (the "Successor Escrow Agent") is, in which event the Escrow Agent will be discharged of its duties as of such date and shall disburse transfer all Escrow Funds then held by the Escrow Fund Agent to the Successor Escrow Agent. This Agreement shall terminate, and the Escrow Agent shall be discharged from any further obligations hereunder upon the disbursement of the Escrow Funds. (g) If the Escrow Agent shall be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body or agency because of insolvency or bankruptcy, or if for any other reason a vacancy shall forthwith exist in accordance therewiththe office of Escrow Agent, then within a period of 30 days thereafter, a Successor Escrow Agent shall be appointed by the mutual agreement of the Buyer and the Sellers. The If no agreement has been reached as aforesaid and no Successor Escrow Agent shall have been so appointed and have accepted such appointment within such 30-day period, the option, after 30 calendar days’ written notice to Buyer shall appoint a Successor Escrow Agent (which shall be independent of the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesBuyer).

Duties of the Escrow Agent. (a) The Escrow Agent shall be liable as a depository only. The duties and responsibilities of the Escrow Agent hereunder are shall be determined solely by the express provisions of this Escrow Agreement. The Escrow Agent undertakes to perform only such duties as are specifically expressly set forth in this Agreement, such duties being purely ministerial in nature, herein and no other further duties or obligations responsibilities shall be read into this Agreement against the implied. The Escrow AgentAgent shall have no duty to solicit any payments that may be due to it hereunder. The Escrow Agent shall not be responsible liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct caused a loss to the Lender, the Company or the Pledgor. In the administration of this Escrow Agreement and the Escrow Account hereunder, the Escrow Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other agreement referred skilled persons to hereinbe selected and retained by it. The Escrow Agent shall not be liable for any mistake of fact or error in judgment, or for determining any act or compelling compliance therewithfailure to act of any kind taken in good faith and believed by it to be authorized or within the rights or powers conferred by this Escrow Agreement, and shall not otherwise unless such act or failure to act has been determined by bound therebya court of competent jurisdiction to constitute willful misconduct or gross negligence that caused a loss to the Lender, the Company or the Pledgor, as the case may be. (b) The Escrow Agent shall be entitled Lender on the one hand, the Borrower and the Pledgor, on the other hand, jointly and severally, agree to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to indemnify and hold the Escrow Agent hereunder without being required and its partners, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including reasonable out-of-pocket, incidental expenses, legal fees and expenses, the reasonable allocated costs and expenses of in-house counsel and legal staff and the reasonable costs and expenses of defending or preparing to determine defend against any claim (“Losses”) that may be imposed on, incurred by, or asserted against, the authenticity Indemnitees or the correctness any of them for following any fact stated therein instruction or the propriety or validity thereof. The Escrow Agent may act in reliance other direction upon any instrument or signature believed in good faith by which the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly is authorized to do so. (c) The Escrow Agent may act rely pursuant to the advice terms of counsel this Escrow Agreement. The provisions of its own choice with respect to any matter relating to this Article 5(b) shall survive the termination of this Escrow Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken the resignation or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event removal of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent for any reason. Anything in good faith is this Escrow Agreement to the contrary notwithstanding, in doubt as to what action no event shall the Escrow Agent should take hereunderbe liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions has been advised of such loss or a Determination Order, as applicable, directing delivery damage and regardless of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties form of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesaction.

Duties of the Escrow Agent. (a) The duties Escrow Agent shall create a depository account with a recognized broker-dealer for the receipt and safe keeping of the Escrow Shares during the term of this Agreement. Upon delivery of the certificates for the Escrow Shares to the Escrow Agent, the Escrow Agent shall be responsible for the receipt and safe keeping of the Escrow Shares. (b) The sole duty of the Escrow Agent hereunder are shall be to receive and hold the Escrow Shares pursuant to the terms of this Agreement. No other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any other agreement between the Company and the Buyers, or any other party. (c) The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only such as are specifically expressly set forth in this Agreement. (d) The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its reasonable satisfaction. The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such duties being purely ministerial counsel. The Escrow Agent shall not be liable for any action taken or omitted by it in naturegood faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss. (e) In receiving the Escrow Shares, the Escrow Agent acts only as a depository and thereby assumes no responsibility, except pursuant to the terms of this Agreement. The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, or otherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no other duties implied duties, covenants or obligations obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewithAgent’s duties hereunder are purely ministerial in nature, and in no event shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required be deemed to determine be a fiduciary to the authenticity Company or the correctness of Buyers, or any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any other person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant relating to the advice of counsel of its own choice with respect to any matter relating to this Agreement purchase and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery sale of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesShares.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Fund held by it hereunder any greater degree of care than it gives its own similar property and shall not otherwise be required to invest any funds held hereunder except as directed jointly in writing by bound therebythe Contracting Parties. (b) The Escrow Agent shall not be liable for any loss or damage, except to the extent that such loss or damage is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the Escrow Agent. The Contracting Parties shall severally and not jointly indemnify and hold harmless the 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 Escrow Agreement, except to the extent that such loss or damage is found in a final non- appealable judgment by a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of the Escrow Agent. Without limiting the foregoing, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder, in accordance with the Contracting Parties’ written instructions. This Section 7(b) shall survive notwithstanding any termination of this Escrow Agreement or the resignation of the Escrow Agent. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature of an Authorized Representative believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the Authorized Representative of any Contracting Party has full power and authority to instruct the Escrow Agent on behalf of that Contracting Party unless written notice to the contrary is delivered to the Escrow Agent. (cd) THE ESCROW AGENT MAY CONSULT WITH COUNSEL OF ITS OWN CHOICE AND SHALL HAVE FULL AND COMPLETE AUTHORIZATION AND PROTECTION FOR ANY ACTION TAKEN OR SUFFERED BY IT HEREUNDER IN GOOD FAITH AND IN ACCORDANCE WITH THE OPINION OF SUCH COUNSEL, AND THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL OR ANY ACCOUNTANT IT ENGAGES HEREUNDER SHALL BE PAID DIRECTLY BY THE CONTRACTING PARTIES IN EQUAL PROPORTIONS. (e) The Escrow Agent may act pursuant does not have any interest in the Escrow Fund deposited hereunder but is serving as escrow holder only and having only possession thereof. Any payments of income from this Escrow Fund shall be subject to the advice of counsel of its own choice withholding regulations then in force with respect to any matter relating to this Agreement United States and Commonwealth of Puerto Rico taxes. The Contracting Parties will provide the Escrow Agent with appropriate Internal Revenue Service and Puerto Rico Department of the Treasury forms for tax identification number certification, or non-resident alien certifications, and the Escrow Agent shall not be liable and shall have full and complete authorization and protection for any action taken or suffered accept such form in the manner provided by it hereunder in good faith and in accordance with such written advicethe Contracting Parties. (df) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Fund to any successor Escrow Agent jointly designated by all the Contracting Parties in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement, except for claims arising from events occurring before the effective date of the Escrow Agent’s resignation, which shall survive such resignation. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) or (b) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the Contracting Parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by all the Contracting Parties hereto or a final non- appealable Order. (g) In the event of any disagreement between the Acquiror and the Stockholder Contracting Parties resulting in adverse claims or demands being made in connection with all or a portion of the Escrow Fund, Fund or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent it should take hereunder, the Escrow Agent shall be entitled to retain such disputed portion of the Escrow Fund until the Escrow Agent shall have received Payment Instructions or (i) a Determination Order, as applicable, final non-appealable Order directing delivery of the disputed portion of the Escrow Fund or (ii) a written agreement executed by all the Contracting Parties directing delivery of the disputed portion of the Escrow Fund, in which event the Escrow Agent shall disburse the disputed portion of the Escrow Fund in accordance therewithwith such Order or agreement. The Escrow Agent shall have act on such Order without further question. THE ESCROW AGENT MAY, AT ITS SOLE DISCRETION, FILE AN ACTION IN INTERPLEADER TO RESOLVE ANY SUCH DISAGREEMENT. THE ESCROW AGENT SHALL BE INDEMNIFIED SEVERALLY AND NOT JOINTLY BY THE CONTRACTING PARTIES FOR ALL OF ITS REASONABLE CHARGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES IN CONNECTION WITH SUCH INTERPLEADER OR IN ANY MATTER BEING ARBITRATED. (h) As full compensation for the optionservices to be rendered by the Escrow Agent hereunder, after 30 calendar days’ the Contracting Parties agree to pay the Escrow Agent the Escrow Agent Fees described in Exhibit F attached hereto. After reasonable prior written notice to the other parties Parties, the Escrow Agent may modify the Escrow Agent Fees described in Exhibit F on a yearly basis in order to reflect then current market rates for such services. The Escrow Agent Fee shall be divided among the Contracting Parties in the manner set forth in Section 5(g) above. In addition, each Contracting Party shall be responsible for the payment of the individual activity fees incurred by such Contracting Party. Any fees or expenses of the Escrow Agent or its intention counsel that are not paid directly by the responsible Contracting Party as provided for herein may be deducted from any Transfer payable to do sosuch Contracting Party out of the Consolidated Escrow Account. If the Escrow Agent is unable to obtain full reimbursement from the Transfers due to such Contracting Party out of the Consolidated Escrow Account, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesresponsible Contracting Party shall promptly reimburse the Escrow Agent directly.

Duties of the Escrow Agent. The acceptance by the Escrow Agent of its duties under this Agreement is subject to the following terms and conditions, which the parties to this Agreement hereby agree shall fully govern and control with respect to the Escrow Agent's rights, duties, liabilities and immunities: (a) The duties of Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document which the Escrow Agent hereunder are believes in good faith emanates from one of the parties hereto, not only such as are specifically set forth in this Agreementto its due execution and the validity and effectiveness of its provisions, such duties being purely ministerial in nature, but also as to the truth and no other duties or obligations shall be read into this Agreement against the Escrow Agentaccuracy of any information contained therein. The Escrow Agent shall not be responsible for any other agreement referred is also relieved from the necessity of satisfying itself as to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythe authority of the persons executing this Agreement in a representative capacity. (b) The Escrow Agent shall not be entitled to rely upon liable for any order, error of judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity for any act done or the correctness of any fact stated therein step taken or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed omitted by it in good faith by the Escrow Agent to be genuine and faith, or for any mistake of fact or law, or for anything that it may assume in good faith that any person purporting to give receipt do or advice or make any statement or execute any document refrain from doing in connection with the provisions hereof has been duly authorized to do soherewith, except for its own gross negligence or willful misconduct. (c) The Escrow Agent may act pursuant shall have no duties except those set forth herein, and the Escrow Agent shall not be subject to, or obliged to recognize, any other agreement between, or direction or instruction of, any or all of the advice parties hereto. The Escrow Agent shall not be bound by any notice of counsel of its own choice a claim, demand or objection with respect to any matter relating to of the Escrow, or any waiver, modification, termination or rescission of this Agreement Agreement, unless received by it in writing, and shall not be liable and if its duties herein are affected, unless it shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advicegiven its consent thereto. (d) In The Escrow Agent's acceptance of the event of appointment as escrow agent hereunder shall not prevent it from representing any disagreement between the Acquiror and the Stockholder resulting party hereto in adverse claims or demands being made in connection with the Escrow Fundany dispute over disbursement of, or in conflicting claims to, any of the event that Escrow, or otherwise. If any dispute arises over disbursement of, or conflicting claims to, any of the Escrow, then unless both parties agree upon and direct the Escrow Agent to act in good faith is in doubt as to what action the Escrow Agent should take hereundera specific manner, the Escrow Agent shall retain the interplead such contested Escrow Fund until into a court of proper jurisdiction of its choosing, and thereupon the Escrow Agent shall have received Payment Instructions or a Determination Order, be fully and completely discharged of its duties as applicable, directing delivery escrow agent with respect to such contested Escrow. (e) The Escrow Agent shall provide the parties hereto with written notice at least five days before filing any action to determine the responsibilities of the Escrow FundAgent or the entitlement of either party to disbursement of the Escrow, in which event order to facilitate resolution of any such issues by the parties; provide, however, that the Escrow Agent shall disburse not be required to give such notice if the Escrow Fund in accordance therewith. The Escrow Agent shall determines that any such delay could have an adverse effect on the option, after 30 calendar days’ written notice to value of the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesEscrow.

Duties of the Escrow Agent. The Escrow Agent shall hold the PWIN Shares in trust for the Owners in amounts set out in Schedule "A" hereto on the terms set out in this Agreement. The PWIN Shares specified for each Owner shall be held by the Escrow Agent until: (ai) PWIN or PWIN's counsel notifies the Escrow Agent, in writing, that no applicable federal, state, and provincial securities laws will be violated by the release of the PWIN Shares to the Owners; (ii) the Owner requests in writing from the Escrow Agent the release of PWIN Shares on the conversion of the Owner's Exchangeable Shares; and (iii) the Owner tenders to the Escrow Agent certificates representing the Exchangeable Shares to be converted. Any PWIN Shares remaining in trust on September 24, 2004, shall be distributed to the Owners entitled to the same. Furthermore, until the date indicated opposite each Owner's name in Schedule "A" (the "Full Release Date") the maximum number of PWIN Shares that the Escrow Agent may release to any one Owner shall be two-thirds (2/3) of the PWIN Shares to which that Owner is entitled according to Schedule "A" (rounding down in the case of fractions). After the Full Release Date, the maximum number of PWIN Shares that the Escrow Agent may release to each Owner shall be the full number of PWIN Shares to which such Owner is entitled according to Schedule "A" (subject to any prior releases). The Escrow Agent does not have any duty to give the instruments, documents or funds delivered hereunder any greater degree of care than it, as the Escrow Agent, would ordinarily give similar property held in trust for the benefit of others. The Escrow Agent will not act as a mediator or advisor with respect to the release of the PWIN Shares, nor will the Escrow Agent arbitrate any disputes that may occur regarding such release. The duties of the Escrow Agent hereunder are only such as are specifically set forth shall be limited to those expressly specified in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement implied or presumed against the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunder, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselves.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are shall maintain, control and safeguard the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund and the Reimbursement Fund during the term of this Agreement and shall cause the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund and the Reimbursement Fund to be held, administered and disposed of only in accordance with the terms hereof. The Escrow Agent undertakes to perform only such duties as are specifically expressly set forth in herein and no duties shall be implied. The Escrow Agent shall have no liability under and, except as expressly required by Section 18(d) hereof, no duty to inquire as to the provisions of any agreement other than this Agreement. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, such duties being purely ministerial in nature, instruction or request furnished to it hereunder and no other duties believed by it to be genuine and to have been signed or obligations presented by the proper party or parties. The Escrow Agent shall be read under no duty to inquire into this Agreement against or investigate the validity, accuracy or content of any such document. The Escrow AgentAgent shall have no duty to solicit any payments which may be due to it or to the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund. The Escrow Agent shall not be responsible liable for any other agreement referred to herein, action taken or for determining or compelling compliance therewith, and shall not otherwise omitted by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent hereunder without being required to determine Agent’s gross negligence or willful misconduct was the authenticity or the correctness primary cause of any fact stated therein or loss to Netsmart and/or the propriety or validity thereofSecurities Holders. The Escrow Agent may act in reliance upon execute any instrument of its powers and perform any of its duties hereunder directly or signature believed through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event advice or opinion of any disagreement between the Acquiror and the Stockholder resulting in adverse claims such counsel, accountants or demands being made in connection with the Escrow Fund, or in other skilled persons. In the event that the Escrow Agent in good faith is in doubt shall be uncertain as to what its duties or rights hereunder or shall receive instructions, claims or demands from any party which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties or by a final order or judgment of a court of competent jurisdiction. None of the provisions contained in this Agreement shall require the Escrow Agent should take to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. In no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Notwithstanding anything to the contrary, if after the Eighteen Month Anniversary, the Outstanding Claims exceed the value of the Securities Holders’ Indemnity Fund, the Escrow Agent shall retain have the Escrow discretion to elect to deposit or deliver the entire Securities Holders’ Indemnity Fund until into the Escrow Agent shall have received Payment Instructions or custody of a Determination Order, as applicable, directing delivery court of the Escrow Fundcompetent jurisdiction, in which event the Escrow Agent shall disburse be released from all further liability and obligation hereunder. (c) If the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund, or any portion of any thereof, shall be attached, garnished or levied upon pursuant to an order of court, or the delivery thereof shall be stayed or enjoined by an order of court, or any other order, judgment or decree shall be made or entered by any court affecting the whole or any part of the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund, or any act of the Escrow Fund Agent, the Escrow Agent is hereby expressly authorized in accordance therewithits sole discretion to obey and comply with all final writs, orders, judgments or decrees so entered or issued by any court, without the necessity of inquiry whether such court had jurisdiction; and, if the Escrow Agent obeys or complies with any such writ, order, judgment or decree, it shall not be liable to any of the parties or to any other person or entity by reason of such compliance. The Escrow Agent shall have the option, after 30 calendar days’ give written notice promptly to Netsmart and the Securities Holders’ Representative if all or any part of the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund shall be attached, garnished, levied upon or otherwise made the subject of judicial action. If any dispute arises with respect to the other parties Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund and/or ownership or right of possession of the Securities Holders’ Indemnity Fund, the Net Working Capital Adjustment Fund or the Reimbursement Fund, the Escrow Agent is authorized and directed to retain in its intention possession without liability to do soanyone all or any part of the Securities Holders’ Indemnity Fund, to file an action in interpleader requiring the Net Working Capital Adjustment Fund or the Reimbursement Fund, as the case may be, until such dispute shall have been settled either by mutual agreement of the parties concerned or by a final order, decree or judgment of a federal or state court of competent jurisdiction; provided, however, the Escrow Agent shall be under no duty to answer institute, defend or participate in any such proceedings. (d) Netsmart certifies that its true and litigate correct Taxpayer Identification Number (“TIN”) assigned by the Internal Revenue Service is set forth in Schedule 1. Any payments of income shall be subject to applicable withholding regulations then in force in the United States or any claims other jurisdiction, as applicable. Each of Netsmart and rights between themselvesthe Securities Holders agree that all interest or other income earned on the Securities Holders’ Indemnity Fund and the Net Working Capital Adjustment Fund under the Agreement shall be credited to the party to whom proceeds of the Securities Holders’ Indemnity Fund and the Net Working Capital Adjustment Fund are released and reported by such party to the Internal Revenue Service or any other taxing authority.

Duties of the Escrow Agent. (a) The duties Escrow Agent acts as depositary only and is not responsible or liable in manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited under this Escrow Agreement. The Escrow Agent makes no representation whatsoever as to the compliance of the Offering of Notes with any applicable state or federal laws, regulations, or rulings. The Escrow Agent hereunder are only such as are specifically set forth in this Agreementhas not make, such duties being purely ministerial in naturenot will make, and no other duties any representations or obligations shall be read into this Agreement against warranties made by the Escrow AgentCompany or the Sales Agent or any Selected Dealer concerning the Company. The Furthermore, the Escrow Agent shall not be responsible for the application or use of any other agreement referred funds released from the Escrow Account pursuant to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythis Escrow Agreement. (b) The Except as expressly provided in this Escrow Agreement, the Escrow Agent shall be entitled entitled, to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to act entirely on the Escrow Agent hereunder without being required to determine basis of written instructions received from the authenticity Company and shall have no independent duty of inquiry regarding the basis for such instructions or the correctness calculation of the amount of interest earned with respect to any fact stated therein or the propriety or validity thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do sosubscription payments. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action error of judgment or for any act taken or suffered omitted by it hereunder in good faith or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection with this Escrow Agreement except for its own willful misconduct, and in accordance with such written advicethe Escrow Agent shall have not duties to anyone except the Company. (d) In The Escrow Agent may consult with legal counsel in the event of any disagreement between dispute or question as to the Acquiror and the Stockholder resulting in adverse claims construction of this Escrow Agreement or demands being made in connection with the Escrow FundAgent's duties under this Escrow Agreement, or in the event that and the Escrow Agent shall incur no liability and shall be fully protected in good faith acting in accordance with the opinion and instructions of counsel. Notwithstanding the Escrow Agent's consultation with counsel, the Escrow Agent is not obligated to institute, defend or participate in any litigation regarding a dispute arising from the Escrow Account or this Escrow Agreement. (e) Should any controversy arise involving the parties hereto or any of them or any other person, firm or entity with respect to this Escrow Agreement or the Collected Funds, or should a substitute escrow agent fail to be designated as provided in Section 15 hereof, or if Escrow Agent should be in doubt as to what action the Escrow Agent should take hereunderto take, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund in accordance therewith. The Escrow Agent shall have the optionright, after 30 calendar days’ written notice but not the obligation, either to (i) withhold delivery of the other parties Collected Funds until the controversy is resolved, the conflicting demands are withdrawn or its doubt is resolved, or (ii) institute a petition for interpleader in any court of its intention competent jurisdiction to do so, to file an action in interpleader requiring determine the rights of the parties hereto. In the event Escrow Agent is a party to answer any dispute, Escrow Agent shall have the additional right to refer to such controversy to binding arbitration. Should a petition for interpleader be instituted, or should Escrow Agent be threatened with litigation or become involved in litigation or binding arbitration in any manner whatsoever in connection with this Escrow Agreement or the Collected Funds, then, the Company and litigate the Sales Agent hereby jointly and severally agree to reimburse Escrow Agent for its attorneys' fees and any claims and rights between themselvesall other expenses, losses, costs and damages incurred by Escrow Agent in connection with or resulting from such threatened or actual litigation or arbitration prior to any disbursement hereunder.

Duties of the Escrow Agent. a. The Escrow Agent shall maintain (ai) The duties accurate and complete records regarding all transactions relating to the Escrow Account and the funds deposited therein, (ii) copies of the appropriate signatures pages from the Offering Materials and other documents received from the Company. b. The Escrow Agent hereunder are acts as a depositary only such as are specifically set forth and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited under this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent makes no representation whatsoever as to the compliance of the Offering of Shares with any applicable state or federal laws, regulations, or rulings. The Escrow Agent has not made, nor will make, any representation regarding the Offering, or the Company, or the Offering Materials. Further, the Escrow Agent shall not be responsible for any other agreement referred to hereinrepresentations or warranties made by the Company concerning the Company. Furthermore, or for determining or compelling compliance therewith, and the Escrow Agent shall not otherwise by bound therebybe responsible for the application or use of any funds released from the Escrow Account pursuant to this Agreement. (b) The c. Except as expressly provided in this Agreement, the Escrow Agent shall be entitled to rely upon act entirely on the basis of written instructions received from the Company as provided in this Agreement and shall have no independent duty of inquiry regarding the basis for such instructions. d. The Escrow Agent shall not be liable for any ordererror of judgment or for any act taken or omitted by it in good faith or for any mistake of fact or law, judgmentor for anything which it may do or refrain from doing in connection with this Agreement except for its own willful misconduct, certification, demand, notice, instrument or other writing delivered to and the Escrow Agent hereunder without being required shall have no duties to determine anyone except the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. Company. e. The Escrow Agent may act consult with legal counsel in reliance upon the event of any instrument dispute or signature believed in good faith by question as to the construction of this Agreement or the Escrow Agent's duties under this Agreement, and the Escrow Agent to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement shall incur no liability and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered by it hereunder fully protected in good faith and acting in accordance with such written advicethe opinion and instructions of counsel. Notwithstanding the Escrow Agent's consultation with counsel, the Escrow Agent is not obligated to institute, defend or participate in any litigation regarding a dispute arising from the Escrow Account or this Agreement. (d) f. In the event of any controversy or disagreement between concerning this Agreement, the Acquiror and the Stockholder Escrow Account, or any matter related thereto, resulting in adverse diverse claims or and demands being made in connection with the Escrow Fundany papers, money, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderproperty deposited under this Agreement, the Escrow Agent shall retain be entitled, at its option, to refuse to comply with any such claims or demands, so long as such disagreement shall continue. The Escrow Agent shall not be or become liable for damages or interest to the Sales Agent or to any other person for the Escrow Fund until Agent's failure or refusal to comply with any such claims or demands, and the Escrow Agent shall be entitled to continue to refrain and refuse to act until i. the rights of the adverse claimants have been finally adjudicated or arbitrated in a court assuming and having jurisdiction of the parties and the money, paper, and property deposited under this Agreement; or ii. all differences shall have been adjusted by agreement, and the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery been notified thereof in writing by all of the Escrow Fundpersons interested; or iii. in the event of such disagreement, in which event the Escrow Agent shall disburse may, at its option, file a suit in interpleader for the purpose of having the respective rights of the claimants adjudicated and deposit with the court all documents and property held by the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesAgent.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such will have no duties being purely ministerial in nature, and no other duties or obligations shall be read into than those expressly imposed on it under this Agreement against the Escrow Agentand will not be liable for any act or omission except for its own gross negligence or willful misconduct. The Escrow Agent shall not under no circumstance be responsible deemed a fiduciary for any other agreement referred to hereinof the Investors, or for determining or compelling compliance therewithFCS, and shall not otherwise by bound thereby. (b) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent hereunder without being required to determine the authenticity Xxx-Xxxxxxx or the correctness of any fact stated therein or the propriety or validity thereofCompany. The Escrow Agent may act in reliance upon any instrument instrument, certificate or signature believed other writing that it believes in good faith by the Escrow Agent to be genuine and may assume in good faith that any to be signed or presented by the proper person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. (c) persons. The Escrow Agent may act pursuant to the advice of consult with counsel of its own choice with respect to any matter relating to this Agreement and shall not will be liable and shall have full and complete authorization and protection fully protected for any action taken or suffered by it hereunder in good faith and in accordance with the advice of such written advice. counsel. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (d) including but not limited to lost profits). In the event that (a) any dispute shall arise between any of the Escrow Agent, Company, Investors, Xxx-Xxxxxxx or FCS with respect to the disposition, disbursement or ownership of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with of the Escrow Fund, Funds held hereunder or in the event that (b) the Escrow Agent in good faith is in doubt shall be uncertain as to what action how to proceed in a situation not explicitly addressed by the Escrow Agent should take hereunderterms of this Agreement whether because of conflicting demands by the Investors, FCS, Xxx-Xxxxxxx or the Company or otherwise, or as the result of any bankruptcy of the Company, the Escrow Agent shall be entitled to refrain from taking any action and may retain the Escrow Fund Funds, without liability to anyone, until the Escrow Agent shall have received Payment Instructions (i) joint written instructions of the Company, each of the Investors, Xxx-Xxxxxxx, or a Determination Order, FCS as applicablethe Escrow Agent may reasonably require, directing delivery the disposition of the Escrow FundFunds or adequately resolving the uncertainty or (ii) a final non-appealable order of a court of competent jurisdiction directing the disposition of the Escrow Funds or adequately resolving the uncertainty along with, in which event if the Escrow Agent shall disburse so require in its sole discretion, a written certification from the Company that such order is final, non-appealable and from a court of competent jurisdiction. In the alternative, upon a dispute or uncertainty pursuant to clause (a) or (b) above, the Escrow Fund in accordance therewith. The Escrow Agent shall have the may, at its sole option, after 30 calendar days’ written notice to deposit the other parties Escrow Funds with a court of its intention to do so, to file an action competent jurisdiction and thereupon have no further duties or obligations in interpleader requiring the parties to answer and litigate any claims and rights between themselvesconnection therewith or under this Agreement.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives other agreement referred to herein, or for determining or compelling compliance therewith, similar escrow property and shall not otherwise by bound therebybe required to invest any funds held hereunder except as directed in this Agreement. (b) The Escrow Agent shall not be liable except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Funds or any loss of interest incident to any such delays. The obligations of the other parties hereto to the Escrow Agent under this paragraph shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing from any court or other governmental authority delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof, notwithstanding that such judgment or order may subsequently be reversed, modified, annulled, set aside or vacated. The Escrow Agent may act in reliance upon shall have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any instrument securities, checks or signature believed in good faith by the Escrow Agent other documents or instruments submitted to be genuine and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document it in connection with its duties hereunder. The Escrow Agent shall also be entitled to deem the provisions hereof has been duly signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to do sosign such documents or instruments on behalf of the parties hereto and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. If the Escrow Agent becomes involved in litigation on account of this Agreement, it shall have the right to retain counsel and shall have a first lien on the property deposited hereunder for any and all attorneys' fees, charges, costs, disbursements and expenses in connection with such litigation be entitled to reimburse itself therefor out of the property deposited hereunder and if it is unable to reimburse itself from the property deposited hereunder, the other parties hereto jointly and severally agree to pay to the Escrow Agent on demand its reasonable attorneys' fees, charges, costs, disbursements and expenses in connection with such litigation. (de) The Escrow Agent does not have any interest in the Escrow Funds, except as otherwise provided in Section 5(d) and Section 5(j), but is serving as escrow holder only and having only possession thereof. Any payments from the Escrow Account shall be subject to information reporting and withholding regulations then in force with respect to taxes. Buyer and Seller shall provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification or non-resident alien certifications. This Section 5(e) and Section 5(b) shall survive notwithstanding any termination of this Agreement or the resignation or removal of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collectibility of any security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrow Funds to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent shall take effect on the earlier of the appointment of a successor (including a court of competent jurisdiction) or the date that is 30 calendar days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Funds until receipt of a designation of a successor escrow agent or Joint Instructions or a Court Order. If the other parties hereto have failed to appoint a successor escrow agent prior to the expiration of 30 calendar days following notice of removal or resignation, the Escrow Agent may appoint a successor or petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief and any such resulting appointment shall be binding upon all of the parties hereto. (i) In the event of any disagreement between among the Acquiror and the Stockholder parties hereto resulting in adverse claims or demands being made in connection with the Escrow Fund, escrow contemplated hereby or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent it should take hereunder, the Escrow Agent shall be entitled to retain the Escrow Fund Funds until the Escrow Agent shall have received Payment Instructions receives a Joint Instruction or a Determination Court Order, as applicable, directing delivery of the Escrow Fund, in which event the Escrow Agent shall disburse the Escrow Fund Funds in accordance therewithwith such Joint Instruction or Court Order. The Escrow Agent shall have act on such Joint Instruction or Court Order without further question. (j) Buyer shall pay the optionEscrow Agent compensation for the services to be rendered by the Escrow Agent hereunder pursuant to the fee schedule attached as Exhibit A hereto, after 30 calendar days’ written notice and Buyer shall reimburse the Escrow Agent for all reasonable expenses, disbursements and advances incurred or made by the Escrow Agent in performance of its duties hereunder, including reasonable fees, expenses and disbursements of its counsel. The Escrow Agent shall be entitled and is hereby granted the right to set-off and deduct any unpaid fees, non-reimbursed expenses and unsatisfied indemnification rights from the Escrow Account. (k) In the event that any escrow property is attached, garnished or levied upon by any court order, or the delivery thereof is stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, that it is advised by legal counsel of its own choosing are binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to the other parties hereto or to any other person, firm or corporation by reason of such compliance notwithstanding whether such writ, order or decree is subsequently reversed, modified annulled, set aside or vacated. (l) Notwithstanding anything herein to the contrary, any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its intention corporate trust business and assets as a whole or in part, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to do sowhich it is a party, shall be and become the successor Escrow Agent hereunder and vested with all of the title to file an action in interpleader requiring the whole property or trust estate and all of the trusts, powers, immunities, privileges, protections and all other matters as was its predecessor without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties to answer and litigate any claims and rights between themselveshereto.

Duties of the Escrow Agent. (a) The duties Escrow Agent shall act as the agent, custodian and nominee of and for the benefit of CGI, the Underwriters and the holders of the Subscription Receipts with respect to all monies held by the Escrow Agent hereunder are only such pursuant hereto, as are specifically set forth in this Agreementtheir interests may appear from time to time, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against maintain a register of the Escrow Agent. The Escrow Agent shall not be responsible for any other agreement referred holders from time to herein, or for determining or compelling compliance therewith, time of the Subscription Receipts and shall not otherwise by bound therebyact as agent with respect to the Subscription Receipts for the benefit of Receiptholders. (b) The In the exercise of its rights and duties hereunder, the Escrow Agent shall exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in comparable circumstances. No provision of this Agreement will be entitled construed to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to relieve the Escrow Agent hereunder without being required from liability for its own negligent action, its own negligent failure to determine the authenticity act, or the correctness of any fact stated therein its own wilful misconduct or the propriety or validity thereofbad faith. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by hereby accepts and agrees to perform them on the Escrow Agent to be genuine terms and may assume in good faith conditions set forth herein and represents and warrants that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been it is duly authorized and qualified to do socarry on the business of a trust company in all Provinces of Canada. (c) The Escrow Agent may shall retain the right not to act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for refusing to act if, due to a lack of information or for any action taken or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made in connection with the Escrow Fund, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderother reason whatsoever, the Escrow Agent shall retain Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination Order, as applicable, directing delivery of the Escrow FundAgent, in which event the Escrow Agent shall disburse the Escrow Fund its sole judgment, determine at any time that its acting under this Agreement has resulted in accordance therewith. The Escrow Agent its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the option, after 30 calendar days’ right to resign on 10 Business Days written notice to the other parties to this Agreement, provided (i) that the Escrow Agent’s written notice shall describe the circumstances of its intention such non-compliance; and (ii) that if such circumstances are rectified to do sothe Escrow Agent’s satisfaction within such 10 Business Days period, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesthen such resignation shall not be effective.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are only such as are specifically set forth in this Agreement, such duties being purely ministerial in nature, and no other duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be responsible for under any other agreement referred duty to herein, or for determining or compelling compliance therewith, give the Escrow Property held by it hereunder any greater degree of care than it gives its own similar property and shall not otherwise by bound therebybe required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. (b) The Escrow Agent shall not be liable for actions or omissions hereunder, except for its own gross negligence or willful misconduct and, except with respect to claims based upon such gross negligence or willful misconduct that are successfully asserted against the Escrow Agent, the other parties hereto shall jointly and severally indemnify and hold harmless the 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, the Escrow Agent shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the funds comprising part of the Escrow Property or any loss of interest incident to any such delays. (c) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to the Escrow Agent it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed in good faith by the Escrow Agent it to be genuine and may assume in good faith that any the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent. (cd) The Escrow Agent may act pursuant to the advice of counsel of its own choice with respect to any matter relating to this Agreement and shall not be liable and shall have full and complete authorization and protection for any action taken or suffered omitted by it hereunder in good faith and in accordance with such written advice. (de) The Escrow Agent does not have any interest in the Escrow Property deposited hereunder but is serving as escrow holder only and has only possession thereof. Any payments of income from the Escrow Property shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or nonresident alien certifications. This Section 6(e) and Section 6(b) shall survive notwithstanding any termination of this Agreement or the resignation of the Escrow Agent. (f) The Escrow Agent makes no representation as to the validity, value, genuineness or collect ability of any security or other document or instrument held by or delivered to it. (g) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Property to any successor Escrow Agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. The resignation of the Escrow Agent will take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the other parties hereto. If, at that time, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent's sole responsibility after that time shall be to retain and safeguard the Escrow Property until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final, non-appealable order of a court of competent jurisdiction. (i) In the event of any disagreement between the Acquiror and the Stockholder other parties hereto resulting in adverse claims or demands being made in connection with the Escrow FundProperty, or in the event that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent it should take hereunder, the Escrow Agent shall be entitled to retain the Escrow Fund Property until the Escrow Agent shall have received Payment Instructions or (i) a Determination Orderfinal, as applicable, non-appealable order of a court of competent jurisdiction directing delivery of the Escrow FundProperty or (ii) a written agreement executed by Nautilus and the Representative directing delivery of the Escrow Property, in which event the Escrow Agent shall disburse the Escrow Fund Property in accordance therewithwith such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer act on such court order and litigate any claims and rights between themselveslegal opinion without further question.

Duties of the Escrow Agent. (a) The duties of the Escrow Agent hereunder are undertakes to perform only such duties as are specifically set forth herein. Anything herein to the contrary notwithstanding, Escrow Agent's sole duties under this Agreement shall be to hold the Escrow Deposit in each of the two Escrow Accounts (collectively, the "ESCROW ACCOUNTS") in accordance with the terms hereof and to follow the instructions regarding the disposition of the Escrow Deposit and Escrow Interest as set forth in Sections 1.04 and 1.05 hereof. (b) Escrow Agent, after having fully delivered the Escrow Deposit and Escrow Interest, if any, pursuant hereto, shall be discharged from any further obligations hereunder. Buyer and the Selling Optionholder hereby jointly and severally agree to indemnify Escrow Agent and hold it harmless against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by Escrow Agent in connection with any action, suit or other proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the service of Escrow Agent hereunder, the monies or Options held by it hereunder or PROVIDED, HOWEVER, that this indemnity shall not apply to any such duties being purely ministerial expense or loss that is the direct result of Escrow Agent's gross negligence or willful misconduct. Promptly after the receipt by Escrow Agent of notice of any demand or claim or the commencement of any action, suit or proceeding, Escrow Agent shall, if a claim in naturerespect thereof is to be made against any of the other parties hereto, notify such other parties thereof in writing; but the failure by Escrow Agent to give such notice shall not relieve any party from any liability which such party may have to Escrow Agent hereunder. The indemnities in this Section 1.06(b) shall survive the resignation of Escrow Agent and the termination of this Agreement. (c) Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with it, and no other duties or obligations it shall be read into fully protected in acting in accordance with any written instructions given to it hereunder and reasonably believed by it to have been signed by the parties hereto or proper officers or other representatives of the parties hereto. Escrow Agent may consult with counsel and shall be fully protected in any action taken in good faith in accordance with such advice. From time to time on and after the date hereof, the other parties hereto shall deliver or cause to be delivered to Escrow Agent such further documents and instruments and shall do and cause to be done such further acts as Escrow Agent shall reasonably request (it being understood that Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Agreement against Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder. (d) It is understood and agreed that should any dispute arise with respect to the payment and/or ownership or right of possession of the Escrow AgentDeposit or the Escrow Interest, Escrow Agent shall have the right to (but shall not be obligated to) retain in its possession, without liability to any one, all or any part of such Escrow Deposit or the Escrow Interest until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States and time for appeal has expired and no appeal has been perfected, but Escow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (e) Escrow Agent shall be reimbursed for all reasonable fees, expenses, disbursements and advances (including reasonable attorneys' fees and expenses if actually incurred by Escrow Agent in connection with the use of outside attorneys) incurred or made by it in performance of its duties hereunder. The Such reasonable fees, expenses, disbursements and advances shall be shared by Buyer and the Selling Optionholder upon request by Escrow Agent (which shall not be made more than once during any one month period commencing with the one-month period beginning on the date hereof and, in the case of any such reimbursement, upon submission to Buyer and the Selling Optionholder of a reasonably detailed itemized statement relating to the amounts to be reimbursed. (f) No party shall have the right to withdraw or receive any of the amounts held in the Escrow Deposit or the Escrow Interest except as provided herein. (g) Escrow Agent shall not be responsible entitled to proceed against the Escrow Account, nor shall Escrow Agent be entitled to any offset against the Escrow Account, including any proceeding or offset for any other agreement referred reimbursement of fees, disbursements or expenses (including counsel fees and disbursements, if any) or losses suffered by Escrow Agent in connection with any action, suit, proceeding, claim or demand arising out of or relating to herein, or for determining or compelling compliance therewith, and shall not otherwise by bound therebythis Agreement. (bh) The Escrow Agent may resign as Escrow Agent under this Agreement by giving notice of such resignation in writing addressed to Buyer and the Selling Optionholder, which writing shall specify a date not less than thirty days following the date of such notice when such resignation shall take effect. Escrow Agent may be removed at any time with or without cause by an instrument in writing duly executed by Buyer and the Selling Optionholder. If Escrow Agent shall resign or be removed as Escrow Agent hereunder, Buyer shall appoint a successor escrow agent reasonably acceptable to the Selling Optionholder by an instrument of substitution complying with any applicable requirements of law and, in the absence of any such requirement, without formality other than appointment and designation in writing. Such appointment and designation shall be full evidence of Buyer's right and authority to make such appointment and designation, and of all facts therein recited. Upon the effective date of Escrow Agent's removal as escrow agent hereunder, such successor escrow agent shall become Escrow Agent hereunder and shall have all of the rights, powers, privileges, immunities and duties hereby conferred upon Escrow Agent. All references herein to Escrow Agent shall be entitled deemed to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered refer to the party from time to time acting hereunder as escrow agent. Upon replacement of Escrow Agent hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity thereof. The as escrow agent hereunder, Escrow Agent may act shall deliver the entire Escrow Deposit to its successor as escrow agent hereunder in reliance upon any instrument or signature believed accordance with the written instructions of Buyer. (i) Each of the parties hereto acknowledge that Pryor, Cashman, Xxxxxxx & Xxxxx has in good faith by the Escrow Agent to be genuine past represented Buyer as legal counsel, and may assume in good faith that any person purporting to give receipt or advice or make any statement or execute any document is currently representing Buyer as legal counsel in connection with the provisions hereof has been duly authorized to do so. (c) The Escrow Agent may act pursuant to transactions contemplated by this Agreement, the advice of counsel of its own choice with respect to any matter relating to this Securities Purchase Agreement and other related documents. In addition, the parties hereto acknowledge and agree that neither the agreement by the parties hereto that Pryor, Cashman, Xxxxxxx & Xxxxx shall not act as Escrow Agent, nor any other term of this Agreement, nor any other agreement or understanding between or among the parties hereto shall prevent or inhibit, or be liable and shall have full and complete authorization and protection for construed or interpreted so as to prevent or inhibit, Pryor, Cashman, Xxxxxxx & Xxxxx from serving at any action taken time as legal counsel to Buyer or suffered by it hereunder in good faith and in accordance with such written advice. (d) In the event any parent, subsidiary, shareholder, director, officer, agent or affiliate of any disagreement between the Acquiror and the Stockholder resulting in adverse claims or demands being made Buyer, whether in connection with the Escrow Fundthis Agreement or otherwise. The foregoing notwithstanding, or it shall be a condition precedent to Pryor, Cashman, Xxxxxxx & Xxxxx'x ability to serve as legal counsel to Buyer in the event connection with any dispute under this Agreement that the Escrow Agent in good faith is in doubt as to what action the Escrow Agent should take hereunderPryor, the Escrow Agent shall retain the Escrow Fund until the Escrow Agent shall have received Payment Instructions or a Determination OrderCashman, as applicable, directing delivery Xxxxxxx & Xxxxx deposit any portion of the Escrow Fund, in which event the Deposit or Options that are subject to a dispute with a court of competent jurisdiction (subject to Section 7.09 hereof) or with an unrelated third party successor Escrow Agent shall disburse mutually acceptable to Buyer and the Escrow Fund in accordance therewith. The Escrow Agent shall have the option, after 30 calendar days’ written notice to the other parties of its intention to do so, to file an action in interpleader requiring the parties to answer and litigate any claims and rights between themselvesSelling Optionholder.