Common use of Duties of the Escrow Agent Clause in Contracts

Duties of the Escrow Agent. 6.1 The Escrow Agent shall 6.1.1 if the Material is deposited with the Escrow Agent stored on a physical carrier media, keep the Material in a safe place and in a secure manner, and if the Material is deposited with the Escrow Agent by on-line transfer of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered; 6.1.2 confirm the receipt of the Material to the Licensor and the Licensee within seven (7) days of the deposit of the Material with the Escrow Agent; 6.1.3 maintain written records on its actions taken pursuant to the Agreement; and 6.1.4 release the Material as hereinafter defined. 7.1 The Escrow Agent undertakes to release the Material to a party determined together by the Licensor and the Licensee provided that the Licensor and the Licensee both request it in writing from the Escrow Agent. 7.2 The Escrow Agent undertakes to release the Material to the Licensee in accordance with Clauses 7.3 - 7.7 below provided that the Licensee requests the release of the Material in writing and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright to the Product or (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of the Licensee’s receipt of information on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written notice thereof. 7.3 Upon the request for release specified in Clause 7.2, the Escrow Agent shall send a copy of the request to the Licensor without delay and inquire in writing whether the Licensor accepts the release of the Material. The Licensor shall give its written reply to the inquiry within fourteen (14) days of the dispatch of the inquiry. 7.4 Should the Licensor either accept in writing the release of the Material to the Licensee or not give its written reply within the time limit specified in Clause 7.3, the Escrow Agent shall release the Material to the Licensee without delay. 7.5 Should the Licensor object to the release of the Material to the Licensee within the time limit specified in Clause 7.3, the Escrow Agent may not release the Material to the Licensee. In that case the Escrow Agent shall give to the Licensee a notice thereof without delay and continue to keep the Material in escrow. 7.6 Should the Licensee wish to obtain the Material despite the Licensor’s notice specified in Clause 7.5, the Licensee shall have to institute specific arbitration proceedings defined in Clause 7.7 within thirty (30) days of the Licensee’s receipt of the Escrow Agent’s written notice of the objection to the release of the Material to the Licensee. 7.7 In the specific arbitration proceedings defined below in this Clause, the sole question to be determined shall be whether any of the conditions for the release of the Material pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so that the Escrow Agent shall have the duty to release the Material to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board of Arbitration of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted in accordance with the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finland. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasons, the fee and the parties’ costs and expenses for the arbitration shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver to the Escrow Agent a copy of the decision confirming that a condition for the release of the Material has been fulfilled, the Escrow Agent shall release the Material in accordance with the said decision without undue delay. Otherwise the Escrow Agent shall continue to keep the Material in escrow in accordance with the Agreement.

Duties of the Escrow Agent. 6.1 (a) The duties and responsibilities of -------------------------- Escrow Agent shall 6.1.1 if the Material is deposited with the hereunder shall be limited to those expressly set forth in this Escrow Agreement, and Escrow Agent stored on a physical carrier media, keep the Material in a safe place and in a secure manner, and if the Material is deposited with the Escrow Agent by on-line transfer of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered;bound in any way by any other contract or agreement between Newco and the Members, whether or not Escrow Agent has knowledge of any such contract or agreement or terms or conditions thereof. 6.1.2 confirm (b) 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 receipt 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) Newco and each Member 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 Material 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 Licensor and the Licensee within seven (7) days extent that a court of the deposit of the Material with the Escrow Agent; 6.1.3 maintain written records on its actions taken pursuant to the Agreement; and 6.1.4 release the Material as hereinafter defined. 7.1 The Escrow Agent undertakes to release the Material to a party determined together by the Licensor and the Licensee provided competent jurisdiction finally judicially determines that the Licensor and the Licensee both request it in writing such Liabilities resulted from the willful misconduct or gross negligence of Escrow Agent. 7.2 The (d) If a dispute between any of the parties hereto sufficient in the discretion of Escrow Agent undertakes to release justify its doing so shall occur, Escrow Agent shall be entitled to tender the Material 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 Licensee 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, or decree shall be made or entered by any court affecting the Escrowed Shares or the Escrowed Property, or any part thereof, or any act of Escrow Agent, Escrow Agent is hereby expressly authorized to obey and comply with all final writs, orders, judgments, or decrees so entered or issued by any court, without the necessity of inquiring whether such court has jurisdiction, and if Escrow Agent obeys or complies with any such writ, order, judgment, or decree, it shall not be liable to any of the parties hereto or to any other person by reason of such compliance. (f) If at any time any attempt shall 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 reasonably deem undesirable, or at any other time, Escrow Agent may resign by notifying the other parties hereto by certified mail in accordance with Clauses 7.3 - 7.7 below provided that Section 8 below. From the Licensee requests date upon which such notice is received by Newco and the release Members until the earlier of the Material in writing and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright 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 Product last party to receive such notice, by the senior active Judge of the United States District Court for the Southern District of Florida upon application by Newco or the Members, and (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of following the Licensee’s receipt of information on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written date upon which notice thereof. 7.3 Upon the request for release specified in Clause 7.2was mailed, the Escrow Agent shall send a copy of the request to the Licensor without delay and inquire in writing whether the Licensor accepts the release of the Material. The Licensor shall give its written reply to the inquiry within fourteen (14) days of the dispatch of the inquiry. 7.4 Should the Licensor either accept in writing the release of the Material to the Licensee or not give its written reply within the time limit specified in Clause 7.3, the Escrow Agent shall release the Material to the Licensee without delay. 7.5 Should the Licensor object to the release of the Material to the Licensee within the time limit specified in Clause 7.3, the Escrow Agent may not release the Material to the Licensee. In that case the Escrow Agent shall give to the Licensee a notice thereof without delay and continue to keep the Material in escrow. 7.6 Should the Licensee wish to obtain the Material despite the Licensor’s notice specified in Clause 7.5, the Licensee shall have to institute specific arbitration proceedings defined in Clause 7.7 within thirty (30) days of the Licensee’s receipt of the Escrow Agent’s written notice of the objection to the release of the Material to the Licensee. 7.7 In the specific arbitration proceedings defined below in this Clause, the 's sole question to be determined obligation hereunder shall be whether any of the conditions for the release of the Material pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so that the Escrow Agent shall have the duty to release the Material to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board of Arbitration of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted perform its duties hereunder in accordance with the rules for Expedited Arbitration terms of the Arbitration Institute of the Central Chamber of Commerce of Finlandthis Escrow Agreement prior to any attempted amendment hereof. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasons, the fee and the parties’ costs and expenses for the arbitration shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver to the Escrow Agent a copy of the decision confirming that a condition for the release of the Material has been fulfilled, the Escrow Agent shall release the Material in accordance with the said decision without undue delay. Otherwise the Escrow Agent shall continue to keep the Material in escrow in accordance with the Agreement.

Duties of the Escrow Agent. 6.1 It is agreed that: 16.2.1 The duties of Escrow Agent shallare only as herein specifically provided, and, except for the provisions of Section 16.1 hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence; 6.1.1 if 16.2.2 In the Material is deposited performance of its duties hereunder, Escrow Agent shall (i) be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties or their successors or as may be issued by any bank or institution and (ii) neither be responsible for, or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document executed in connection herewith, and shall be required to act in respect of the Deposit only as provided in this Agreement; 16.2.3 Escrow Agent may assume that any person purporting to give any notice of instruction on behalf of Buyer or Seller in accordance with the provisions of this Agreement has been duly authorized to do so; 16.2.4 Escrow Agent stored on a physical carrier media, keep the Material in a safe place and in a secure manner, and if the Material is deposited with the Escrow Agent by on-line transfer of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered; 6.1.2 confirm the receipt bound by any modification of this Agreement unless a fully executed copy of the Material same has been delivered to the Licensor and the Licensee within seven (7) days of the deposit of the Material with the Escrow Agent; 6.1.3 maintain written records on its actions taken pursuant to the Agreement; and 6.1.4 release the Material 16.2.5 Except as hereinafter defined. 7.1 The provided in Section 16.3 hereof, Seller and Buyer shall jointly and severally reimburse and indemnify Escrow Agent undertakes to release the Material to a party determined together by the Licensor for, and the Licensee provided that the Licensor hold it harmless from and the Licensee both request it against, any and all loss, liability, costs or expenses in writing from the Escrow Agent. 7.2 The Escrow Agent undertakes to release the Material to the Licensee in accordance with Clauses 7.3 - 7.7 below provided that the Licensee requests the release of the Material in writing connection herewith, including reasonable attorneys’ fees and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt disbursements, incurred without willful misconduct or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright to the Product or (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of the Licensee’s receipt of information gross negligence on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written notice thereof. 7.3 Upon the request for release specified in Clause 7.2, the Escrow Agent shall send a copy of the request to the Licensor without delay and inquire in writing whether the Licensor accepts the release of the Material. The Licensor shall give its written reply to the inquiry within fourteen (14) days of the dispatch of the inquiry. 7.4 Should the Licensor either accept in writing the release of the Material to the Licensee or not give its written reply within the time limit specified in Clause 7.3, the Escrow Agent shall release the Material to the Licensee without delay. 7.5 Should the Licensor object to the release of the Material to the Licensee within the time limit specified in Clause 7.3, the Escrow Agent may not release the Material to the Licensee. In that case the Escrow Agent shall give to the Licensee a notice thereof without delay and continue to keep the Material in escrow. 7.6 Should the Licensee wish to obtain the Material despite the Licensor’s notice specified in Clause 7.5, the Licensee shall have to institute specific arbitration proceedings defined in Clause 7.7 within thirty (30) days of the Licensee’s receipt part of the Escrow Agent’s written notice , arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; 16.2.6 Upon disbursement of the objection to the release of the Material to the Licensee. 7.7 In the specific arbitration proceedings defined below in this Clause, the sole question to be determined shall be whether any of the conditions for the release of the Material Deposit being held pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so that the Escrow Agent shall have the duty to release the Material to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board of Arbitration of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the this Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted in accordance with the rules for Expedited Arbitration terms of the Arbitration Institute of the Central Chamber of Commerce of Finland. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasonsthis Agreement, the fee and the parties’ costs and expenses for the arbitration shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver to the Escrow Agent a copy of the decision confirming that a condition for the release of the Material has been fulfilled, the Escrow Agent shall release be released and discharged from and against any and all actions, causes of action, suits, debts, contracts, controversies, agreements, liabilities, damages, judgments, claims and demands whatsoever, in Law or in equity by reason of, or in connection with, this Agreement; 16.2.7 Escrow Agent shall be entitled to rely upon, and shall be fully protected from all liability, loss, cost, damage or expense in acting or omitting to act pursuant to, any instruction, order, judgment, certification, affidavit, demand, notice, opinion, instrument or other writing delivered to it hereunder without being required to determine the Material authenticity of such document, the correctness of any fact stated therein, the propriety of the service thereof or the capacity, identity or authority of any party purporting to sign or deliver such document; 16.2.8 Escrow Agent may consult with counsel of its choice, which may include attorneys in the firm of Loeb & Loeb LLP, and shall not be liable for any action taken or omitted to be taken in good faith by Escrow Agent in accordance with the said decision without undue delay. Otherwise the advice of such counsel; and 16.2.9 Escrow Agent shall continue not be entitled to keep the Material in escrow in accordance with the Agreementany fee for performing its duties hereunder.

Duties of the Escrow Agent. 6.1 The Unless otherwise expressly provided in this Escrow Agreement, the Escrow Agent shall: 6.1.1 if the Material is deposited with 5.1 Not be held liable for any action taken or omitted under this Escrow Agreement so long as the Escrow Agent stored on a physical carrier mediaacted in good faith and without gross negligence. 5.2 Have no responsibility to inquire into or determine the genuineness, keep the Material in a safe place and in a secure mannerauthenticity, and if the Material is deposited with or sufficiency of any securities, checks, or other documents or instruments submitted to the Escrow Agent by on-line transfer of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered; 6.1.2 confirm the receipt of the Material to the Licensor and the Licensee within seven (7) days of the deposit of the Material connection with the Escrow Agent;’s duties under this Escrow Agreement. 6.1.3 maintain written records (a) Be entitled to deem the 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. 5.4 Be entitled to refrain from taking any action contemplated by this Escrow Agreement if the Escrow Agent becomes aware of any disagreement between the parties to this Escrow Agreement as to any material facts or as to the happening of any contemplated event precedent to such action. 5.5 Have no responsibility or liability for any diminution that may result from any investments or reinvestments made in accordance with any provision contained in this Agreement. (a) Be entitled to compensation for its actions taken 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 reasonable fees and costs of attorneys or agents that it may find necessary to engage in performance of its duties), all to be paid by the parties to this Agreement pursuant to the terms of Paragraph 18; and (b) have, with respect to its unpaid fees and nonreimbursed expenses, a prior lien on any property, cash, or assets held under this Agreement; and 6.1.4 release , and this lien shall be superior to the Material as hereinafter definedinterests of any other persons or entities. 7.1 The Escrow Agent undertakes to release the Material to a party determined together 5.7 Be jointly and severally indemnified and saved harmless by the Licensor Seller and the Licensee provided Purchaser from all losses, costs, and expenses that the Licensor and the Licensee both request it in writing from the Escrow Agent. 7.2 The Escrow Agent undertakes to release the Material to the Licensee in accordance with Clauses 7.3 - 7.7 below provided that the Licensee requests the release of the Material in writing and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright to the Product or (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of the Licensee’s receipt of information on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written notice thereof. 7.3 Upon the request for release specified in Clause 7.2, the Escrow Agent shall send a copy of the request to the Licensor without delay and inquire in writing whether the Licensor accepts the release of the Material. The Licensor shall give its written reply to the inquiry within fourteen (14) days of the dispatch of the inquiry. 7.4 Should the Licensor either accept in writing the release of the Material to the Licensee or not give its written reply within the time limit specified in Clause 7.3, the Escrow Agent shall release the Material to the Licensee without delay. 7.5 Should the Licensor object to the release of the Material to the Licensee within the time limit specified in Clause 7.3, the Escrow Agent may incur as a result of its involvement in any litigation arising from performance of its duties under this Escrow Agreement, provided that such litigation shall not release the Material to the Licensee. In that case result from any action taken or omitted by the Escrow Agent for which it shall give have been adjudged grossly negligent or to the Licensee a notice thereof without delay and continue to keep the Material have acted in escrowbad faith. This indemnification shall survive termination of this Agreement until extinguished by any applicable statute of limitations. 7.6 Should 5.8 Invest the Licensee wish to obtain the Material despite the Licensor’s notice specified Collateral in Clause 7.5an account bearing daily interest, the Licensee shall have to institute specific arbitration proceedings defined which account may be liquidated, in Clause 7.7 within thirty (30) days of the Licensee’s receipt of the Escrow Agent’s written notice of the objection to the release of the Material to the Licenseewhole or in part, without penalty and with accrued interest, at any business time, unless Seller [and /,] Purchaser [, and Seller Shareholders’ names] otherwise agree. 7.7 In the specific arbitration proceedings defined below in this Clause, the sole question to be determined shall be whether any of the conditions for the release of the Material pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so that the Escrow Agent shall have the duty to release the Material to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board of Arbitration of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted in accordance with the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finland. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasons, the fee and the parties’ costs and expenses for the arbitration shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver to the Escrow Agent a copy of the decision confirming that a condition for the release of the Material has been fulfilled, the Escrow Agent shall release the Material in accordance with the said decision without undue delay. Otherwise the Escrow Agent shall continue to keep the Material in escrow in accordance with the Agreement.

Duties of the Escrow Agent. 6.1 (a) The Escrow Agent shallshall during the continuation of this Agreement keep the Escrow Documents in safe custody and shall not release all or any of them to any party except according to the provisions of this Agreement. 6.1.1 if (i) If at any time between the Material date of the execution of this Agreement and until expiry of the Security Period (as this is deposited with defined in the Share Pledge) the Escrow Agent stored on a physical carrier mediareceives written notice (the “Event of Default Notice”), keep according to the Material form of the attached Appendix “G” hereof, from the Pledgee, stating that the Pledgors are in a safe place breach of the Share Pledge and in a secure manner, and if the Material is deposited with requesting the Escrow Agent by on-line transfer to release such Escrow Documents as these appear in the Event of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered; 6.1.2 confirm the receipt of the Material Default Notice to the Licensor and the Licensee within seven (7) days of the deposit of the Material with the Escrow Agent; 6.1.3 maintain written records on its actions taken pursuant to the Agreement; and 6.1.4 release the Material as hereinafter defined. 7.1 The Escrow Agent undertakes to release the Material to a party determined together by the Licensor and the Licensee provided that the Licensor and the Licensee both request it in writing from the Escrow Agent. 7.2 The Escrow Agent undertakes to release the Material to the Licensee in accordance with Clauses 7.3 - 7.7 below provided that the Licensee requests the release of the Material in writing and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright to the Product or (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of the Licensee’s receipt of information on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written notice thereof. 7.3 Upon the request for release specified in Clause 7.2Pledgee, the Escrow Agent shall, within two (2) Business Days of receipt of the Event of Default Notice, release and deliver the Escrow Documents to the Pledgee, provided that the outstanding fees of the Escrow Agent as set out in section 6 have been settled in full, in which case the duties and obligations of the Escrow Agent will expire and/or otherwise terminate without any Liability on the part of the Escrow Agent. Upon receipt of the Escrow Documents by the Pledgee, the Pledgee shall send a copy notice in writing to the Escrow Agent and the Pledgor that the Escrow Documents have been safely received. Thereafter, the Pledgee shall have the sole right and responsibility to put into effect all or any Escrow Documents in accordance with provisions of the request Share Pledge and deliver these to the Licensor without delay and inquire in writing whether the Licensor accepts the release secretary of the MaterialCompany in order to record the transfer of the Default Shares in accordance with the Escrow Documents. (ii) In case of Partial Enforcement (as this is defined in the Share Pledge) and upon notification by the Pledgee of completion of the Escrow Documents, the Pledgors shall deliver or procure to deliver to the Escrow Agent, the updated Escrow Documents representing the remainder of the Shares and/or Further Shares which continue to be pledged and charged in accordance with the terms of Share Pledge I. Any reference in this Escrow Agreement to the Shares and/or Further Shares shall from then on be a reference to the remaining amount of Common Shares (not part of the Partial Enforcement, i.e. Shares and/or Further Shares – Default Shares = remaining amount of Shares and/or Further Shares) which are held by the Pledgors and which shall not exceed 25% of the Company’s total Common Shares. The Licensor provisions of the Escrow Agreement shall give its written reply continue to apply and be binding to all the Parties, in relation to the inquiry within fourteen (14) days remaining amount of the dispatch Shares and/or Further Shares. (c) If at any time between the date of the inquiry. 7.4 Should the Licensor either accept in writing the release execution of this Agreement and until expiry of the Material Security Period (as this is defined in the Share Pledge) the Escrow Agent receives written notice (the “Release Notice”), according to the Licensee or not give its written reply within form of the time limit specified in Clause 7.3attached Appendix “H” hereof, from the Pledgee, the Escrow Agent shall shall, within two (2) Business Days of receipt of the Release Notice, release and deliver the Material Escrow Documents as these appear in the Release Notice to the Licensee without delay. 7.5 Should Pledgor provided that the Licensor object to the release outstanding fees of the Material to the Licensee within the time limit specified in Clause 7.3, the Escrow Agent may not release as set out in clause 6 have been settled in full, in which case the Material to the Licensee. In that case duties and obligations of the Escrow Agent shall give to will expire and/or otherwise terminate without any Liability on the Licensee a notice thereof without delay and continue to keep the Material in escrow. 7.6 Should the Licensee wish to obtain the Material despite the Licensor’s notice specified in Clause 7.5, the Licensee shall have to institute specific arbitration proceedings defined in Clause 7.7 within thirty (30) days part of the Licensee’s Escrow Agent. Upon receipt of the Escrow Agent’s written Documents by the Pledgors, the Pledgors shall send a notice of the objection in writing to the release of Escrow Agent and the Material to the Licensee. 7.7 In the specific arbitration proceedings defined below in this Clause, the sole question to be determined shall be whether any of the conditions for the release of the Material pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so Pledgee that the Escrow Agent shall Documents have the duty to release the Material been safely received. (d) In case of a Permitted Transfer subject to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board terms and conditions of Arbitration Clause 3.07 of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted in accordance with the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finland. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasonsShare Pledge, the fee and the parties’ costs and expenses for the arbitration Pledgee shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver send to the Escrow Agent a copy Release Notice, signed by the authorised signatory of the decision confirming Pledgee, under the condition that a condition for NewCo will pledge and charge the release Shares and/or Further Shares it holds in the Company in favour of the Material has been fulfilled, Pledgee. The Parties will simultaneously execute such an amending escrow agreement as is necessary and NewCo as the new pledgor will deliver the Escrow Agent shall release the Material in accordance with the said decision without undue delay. Otherwise Document to the Escrow Agent shall continue to keep the Material in escrow in accordance with the AgreementAgent.

Duties of the Escrow Agent. 6.1 a. The Escrow Agent shall 6.1.1 if will (i) keep all cash and investments in the Material is deposited Escrow Fund in one or more accounts conspicuously marked on the records of the Escrow Agent, as “Indemnity Escrow Fund for the benefit of HBP Pipe & Precast LLC and Cretex Companies, Inc.,” together with the account number thereof, and (ii) give such further assurances as Indemnified Party and Indemnitor may reasonably request in order to ensure that the Escrow Agent stored on a physical carrier mediais 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, keep the Material such duties being purely ministerial in a safe place and in a secure mannernature, and if no other duties or obligations will be read into this Agreement against the Material is deposited Escrow Agent. The Escrow Agent will not be responsible for any other agreement referred to herein, or for determining or compelling compliance therewith, and will not otherwise be bound thereby. Under no circumstance will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT, PUNITIVE 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, EXCEPT FOR THOSE SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. c. The Escrow Agent will 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, provided that such person has been designated as authorized to act on behalf of a Party pursuant to an Exhibit A-1 or Exhibit A-2, which contain authorized xxxxxx designations in Part I thereof, delivered to the Escrow Agent by on-line transfer of an electronic copy, store it on a secure electronic deposit described in Appendix 4, so that the confidentiality of the Material shall not be endangered; 6.1.2 confirm the receipt of the Material to the Licensor and the Licensee within seven (7) days of the deposit of the Material with the Escrow Agent; 6.1.3 maintain written records on its actions taken such Party pursuant to the Agreement; and 6.1.4 release the Material as hereinafter definedterms hereof. 7.1 d. The Escrow Agent undertakes to release the Material to a party determined together by the Licensor and the Licensee provided that the Licensor and the Licensee both request it in writing from the Escrow Agent. 7.2 The Escrow Agent undertakes to release the Material may act pursuant to the Licensee advice of counsel of its own choice with respect to any matter relating to this Agreement and will not be liable and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with Clauses 7.3 - 7.7 below provided such written advice. e. In the event of any disagreement between Indemnified Party and Indemnitor resulting in adverse claims or demands being made in connection with any portion of the Escrow Fund, or in the event that the Licensee requests Escrow Agent in good faith is in doubt as to what action the release Escrow Agent should take hereunder with respect to any portion of the Material in writing and it is stated in such request that any of the following conditions have been fulfilled: 7.2.1 The Licensor is declared bankrupt or placed into liquidation or the Licensor’s financial situation has materially deteriorated so that it becomes evident that the Licensor will not be able to fulfill its obligations under the Reference Agreement; 7.2.2 The Licensor has discontinued its business regarding the maintenance of the Product or transferred to a third party either (i) the copyright to the Product or (ii) its business regarding the Product or its maintenance and the Licensee and such third party have not agreed in writing on any other proceeding within thirty (30) days of the Licensee’s receipt of information on the transfer; or 7.2.3 The Licensor has materially breached its obligations under the Reference Agreement and has not remedied the breach within thirty (30) days of the Licensor’s receipt of the Licensee’s written notice thereof. 7.3 Upon the request for release specified in Clause 7.2Escrow Fund, the Escrow Agent shall send a copy will retain such portion of the request to the Licensor without delay and inquire in writing whether the Licensor accepts the release of the Material. The Licensor shall give its written reply to the inquiry within fourteen (14) days of the dispatch of the inquiry. 7.4 Should the Licensor either accept in writing the release of the Material to the Licensee or not give its written reply within the time limit specified in Clause 7.3, Escrow Fund until the Escrow Agent shall release the Material to the Licensee without delay. 7.5 Should the Licensor object to the release will have received Payment Instructions, a Determination Order, or other notice provided for herein, as applicable, directing delivery of any part or all of the Material Escrow Fund (and with respect to any of the Licensee within the time limit specified foregoing, any designated period for challenge thereof as referred to herein has lapsed), in Clause 7.3, which event the Escrow Agent may not release will disburse funds from the Material Escrow Fund in accordance therewith. The Escrow Agent will have the option, after 30 days’ written notice to the Licensee. In that case the Escrow Agent shall give other parties of its intention to the Licensee a notice thereof without delay and continue do so, to keep the Material file an action in escrow. 7.6 Should the Licensee wish to obtain the Material despite the Licensor’s notice specified in Clause 7.5, the Licensee shall have to institute specific arbitration proceedings defined in Clause 7.7 within thirty (30) days of the Licensee’s receipt of the Escrow Agent’s written notice of the objection to the release of the Material to the Licensee. 7.7 In the specific arbitration proceedings defined below in this Clause, the sole question to be determined shall be whether any of the conditions for the release of the Material pursuant to Clauses 7.2.1 - 7.2.3 above have been fulfilled so that the Escrow Agent shall have the duty to release the Material to the Licensee pursuant to the Agreement. The parties undertake to comply with the decision rendered in these proceedings. The procedure in the arbitration shall be as follows: 7.7.1 The Licensee shall deliver to the Board of Arbitration of the Central Chamber of Commerce of Finland a written application where it requests the Board of Arbitration to appoint one impartial lawyer familiar with IT law and independent of interpleader requiring the parties to the dispute to act as an arbitrator who shall finally settle the issue on whether the conditions under the Agreement for the release of the Material have been fulfilled. Otherwise the arbitration shall be conducted in accordance with the rules for Expedited Arbitration of the Arbitration Institute of the Central Chamber of Commerce of Finlandanswer and litigate any claims and rights among themselves. 7.7.2 The Licensor and the Licensee shall be jointly and severally liable for the fee of the arbitrator. The arbitrator shall state in his / her decision how the fee shall be divided between the Licensor and the Licensee. Unless there are no specific reasons, the fee and the parties’ costs and expenses for the arbitration shall be ordered to be borne by the Licensee when it is found that none of the conditions for the release of the Material have been fulfilled and by the Licensor when it is found that a condition for the release of the Material has been fulfilled. 7.7.3 Should the Licensor or the Licensee deliver to the Escrow Agent a copy of the decision confirming that a condition for the release of the Material has been fulfilled, the Escrow Agent shall release the Material in accordance with the said decision without undue delay. Otherwise the Escrow Agent shall continue to keep the Material in escrow in accordance with the Agreement.