Common use of Liability of Escrow Agent Clause in Contracts

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Standby Equity Distribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Equity Line of Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or gross negligenceany Subscriber. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Offering Document. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or gross negligenceany Subscriber. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in a written notice provided hereunder. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Company, Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Company or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Company, Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified protected from any liability whatsoever in acting in good faith in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Standby Equity Distribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Cleveland, Ohio is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence continence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Principal, Selling Security Holders and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Principal or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Principal, Selling Security Holders or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Principal shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed herein in carrying out or obligation with respect to executing the purposes and intent of this Escrow Agreement; provided, however, that nothing herein contained shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdiscretionary. Escrow Agent shall not be obligated liable to take any party hereto or to any third party as a result of any action or omission taken or made by Escrow Agent in good faith. The parties to this Agreement will indemnify Escrow Agent, hold Escrow Agent harmless, and reimburse Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. In the event any legal action or commence any proceeding in connection with the questions arise concerning Escrow FundsAgent's duties and obligations hereunder, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal with its counsel selected and rely without liability upon written opinions given to it by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. In the Investor(s) jointly event that there shall be any disagreement between any of the parties to this Agreement, or between them or any of them and severally any other person, resulting in adverse claims or demands being made in connection with this Agreement, or in the event that Escrow Agent, in good faith, shall promptly paybe in doubt as to what action it should take hereunder, upon demandEscrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdiscretionary. Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or the Purchase to any third party as a result of any action or omission taken or made by Escrow Agent in good faith. The parties to this Agreement will indemnify Escrow Agent, hold Escrow Agent harmless, and reimburse Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or between them or any of them and any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in a written notice provided hereunder. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Company, Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Company or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Company, Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified protected from any liability whatsoever in acting in good faith in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall have no liability not be liable for any damage, loss or obligation with respect to injury resulting from any action taken or omitted in the Escrow Funds except for Escrow Agent's absence of gross negligence or willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement (as finally adjudicated by a court of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementcompetent jurisdiction). In no event shall the Escrow Agent be liable for indirect, incidental, indirectconsequential, specialpunitive or special losses or damages (including but not limited to lost profits), regardless of the form of action and consequential whether or punitive damagesnot any such losses or damages were foreseeable or contemplated. The Escrow Agent shall not be obligated entitled to take rely upon any legal action instruction, notice, request or commence other instrument delivered to it without being required to determine the authenticity or validity thereof, or the truth or accuracy of any proceeding information stated therein. The Escrow Agent may act in reliance upon any signature believed by it to be genuine and may assume that any person purporting to make any statement, execute any document, or send any instruction in connection with the provisions hereof has been duly authorized to do so (provided that the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement Agent may so act or so assume only after compliance with the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceedingtelephone callback requirements set forth on Schedule B and Schedule C). The Escrow Agent may consult legal with counsel selected satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, good faith and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions and advice of such counsel. The Company Escrow Agent may perform any and the Investor(s) jointly and severally all of its duties through its agents, representatives, attorneys, custodians and/or nominees. The Escrow Agent shall promptly pay, upon demand, the reasonable fees and expenses not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any such counseloccurrence beyond its control (including, without limitation, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds except Agreement. The Escrow Agent shall not be liable for any act which the Escrow Agent's Agent may do or omit to do hereunder, or for any mistake of fact or law, or for any error of judgment, or for the misconduct of any employee, agent or attorney appointed by it, while acting in good faith, unless caused by or arising from its own gross negligence or willful misconduct or gross negligencemisconduct. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase Employment Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company shall be solely responsible for and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The Officer shall not be responsible for any such payments. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. In performing any of its duties hereunder, ---------------------------- Escrow Agent shall have no not incur any liability to anyone for any damages, losses, or obligation expenses, except for willful default or breach of trust. Without limiting the foregoing, Escrow Agent accordingly shall not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, duties and disbursement responsibilities of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties under this Escrow Agreement, or obligations and shall not be charged with knowledge (b) any action taken or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely omitted in reliance upon any instrument, including any written notice or instruction provided for in this Escrow Agreement, not only as to its the due execution, validity validity, and effectivenesseffectiveness of any such notice, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting a proper person, and to sign the same and conform to with the provisions of this Escrow Agreement. In no event shall All parties agree that Escrow Agent, by virtue of its acting as Escrow Agent be liable for incidentalhereunder, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any precluded from representing Seller or Purchaser as its legal action or commence any proceeding counsel in connection with the this Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase AgreementEscrowed Funds. In addition, or to appear inSeller and Purchaser acknowledge that the Escrow Funds exceeds the limits of insurance for FDIC-insured deposits, prosecute or defend any such legal action or proceeding. and release Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counselfor any loss resulting from bank failure. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel8.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. PNC Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the sole cause of any loss to the Depositor or gross negligenceRecipient. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions advice of such counsel. The Company and the Investor(s) jointly and severally Depositor shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Depositor and Recipient agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request in connection with its duties hereunder. The Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary and shall under no circumstances be deemed a fiduciary for any of the safekeepingparties to this Agreement. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, investmenthold the Escrow Agent harmless, and disbursement of reimburse the Escrow Funds Agent from, against and for, any and all liabilities, costs, damages, fees and expenses (including reasonable attorney’s fees) (collectively, “Losses”) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement (including, but not limited to, 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 on its part). Escrow Agent shall not be liable for any action taken and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and 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 terms opinion of such counsel. The foregoing indemnities in this paragraph will survive the resignation or substitution of the Escrow Agent or the termination of this Agreement). The Escrow Agent shall have no implied duties be protected in acting or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely refraining from acting upon any instrumentwritten notice, not only as instruction, request, waiver, consent, authorization, or other paper or document furnished to its due executionit hereunder for which the Escrow Agent, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe faith, believes to be genuine, to have been signed or presented by the person proper party or parties, and to be what it purports to be. If there is any disagreement between any of the parties purporting to sign the same and conform to the provisions of this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In no event shall Escrow Agent be liable for incidentalany such event, indirect, special, and consequential or punitive damages. the Escrow Agent shall not be obligated or become liable in any way or to take any legal action person for its failure or commence any proceeding in connection with refusal to act and the Escrow FundsAgent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any account in which agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement to be so authorized on behalf of the party or parties involved. This Agreement sets forth all matters pertinent to the duties contemplated hereunder, and no additional obligations of the Escrow Funds are deposited, Agent shall be inferred from the terms of this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselagreement.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Equity Line of Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel, and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or Escrow Agreement to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except be liable only for Escrow Agent's its bad faith, willful misconduct or gross negligencenegligence and not for any act done or omitted by it hereunder in good faith. The parties hereto agree that Escrow Agent's sole responsibility shall Agent will not be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreementcalled upon to construe any contract or instrument. Escrow Agent shall have no implied duties is authorized to comply with and obey laws, orders, judgments, decrees, and regulations of any governmental authority, court, tribunal, or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. arbitrator; provided, however, that Escrow Agent may rely upon any instrumentshall, not only as to its due execution, validity and effectiveness, but also as to the truth extent practicable, give each of the other parties hereto reasonable notice of its intention to comply with or obey any such law, order, judgment, decree, or regulation and accuracy of any information contained herein, the opportunity to object to such intention to comply or obey (for which Escrow Agent shall be entitled to indemnification as provided in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental); provided, indirectfurther, special, and consequential or punitive damages. that Escrow Agent shall not be obligated required to take give any legal action such notice if, in its reasonable judgment, a delay in complying or commence obeying any proceeding in connection with the Escrow Fundssuch law, any account in which Escrow Funds are depositedorder, this Agreement or the Purchase Agreementjudgment, decree, or regulation would prejudice any rights of Escrow Agent or subject it to appear in, prosecute any liability. If Escrow Agent complies with or defend obeys any such legal action law, order, judgment, decree, or proceeding. regulation, Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as shall not be liable to construction of any of the provisions hereof parties hereto or of to any other agreement or its duties hereunderperson even if such law, order, judgment, decree, or relating regulation is subsequently reversed, modified, annulled, set aside, vacated, found to any dispute involving any party heretohave been entered without jurisdiction, and shall incur no liability and shall or found to be fully indemnified from any liability whatsoever in acting in accordance with violation of or beyond the opinion scope of a constitution or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsela law.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement, in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any legal other action under this Agreement, so long as the disagreement continues or commence the doubt exists. In any proceeding such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to the Units. The use of the Escrow Agent’s name in any communication, written or oral, in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or offering of the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Units without the specific written approval of the Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counselis expressly prohibited. The Company and Escrow Agent grants permission to use its name in the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselProspectus.

Liability of Escrow Agent. a. Escrow Agent shall have no liability not be liable for any action taken or obligation with respect omitted by it in good faith, including, but not limited to any loss to the Escrowed Property resulting from the investment(s) enumerated in “Exhibit B” hereto or as otherwise specified in an Investment Direction by Depositor to the Escrow Funds Agent pursuant to Section 3 hereof or any loss resulting from the liquidation of any investment(s) prior to such investment’s maturity date for the purpose of making required disbursements under this Agreement, except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct proximately caused any loss to Depositor or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth hereinSecured Party. Escrow Agent may rely in good faith upon any instrumentnotice, instruction, request or other instrument delivered in writing by Depositor or Secured Party, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith reasonably believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same same. Escrow Agent shall have no implied duties or obligations and conform to the provisions shall not be charged with knowledge or notice of this Agreementany fact or circumstance not specifically set forth herein. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (including, but not limited to, lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsEscrowed Property, any account in which Escrow Funds Escrowed Property are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceedingproceeding or to take any other action that in Escrow Agent’s sole judgment may expose it to potential expense or liability. Escrow Agent may consult is authorized, in its sole discretion, to comply with final orders issued or process entered by any court of competent jurisdiction with respect to the Escrowed Property. If any portion of the Escrowed Property is at any time attached, garnished or levied upon under any court order described above, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order described above, or in case any final order, judgment or decree shall be made or entered by any court of competent jurisdiction affecting such Escrow Account or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely in good faith upon and comply with any such final order, writ, judgment or decree which it is advised by legal counsel selected by it in is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any event of any dispute such final order, writ, judgment or question as decree, it shall not be liable to construction of any of the provisions hereof Parties or of to any other agreement person or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions entity by reason of such counsel. The Company and the Investor(s) jointly and severally shall promptly paycompliance even though such final order, upon demandwrit, the reasonable fees and expenses of any such counseljudgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Equity Line of Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. TD Bank, N.A. is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement, in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, then the Escrow Agent may consult with its counsel and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. If there is any disagreement between any of the parties to this Agreement, or between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any legal other action under this Agreement, so long as the disagreement continues or commence the doubt exists. In any proceeding such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. The Escrow Agent is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved, any agreement or matter of background related to this Agreement, the offer and sale of the Units, the registration statement relating to the Partnership and the Units or the prospectus included as a part thereof, other than this Agreement itself, and has assumed, without investigation, the authority of the individuals executing this Agreement. The parties to this Agreement agree that the Escrow Agent has not reviewed and is not making any recommendations with respect to the Units. The use of the Escrow Agent's name in any communication, written or oral, in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or offering of the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Units without the specific written approval of the Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counselis expressly prohibited. The Company and Escrow Agent grants permission to use its name in the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselProspectus.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only those duties that are expressly set forth in this Escrow Agreement, and the Parties hereto acknowledge that these duties are purely ministerial in nature. The Escrow Agent shall have no liability or obligation responsibility to any person in connection with respect to the this Escrow Funds Agreement except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations as specifically provided herein and shall not be charged with knowledge responsible for anything done or notice omitted to be done by it except for its own gross negligence or willful default in the performance of any fact or circumstance not obligation imposed on it hereunder. Unless specifically set forth provided herein. , the Escrow Agent may rely upon any instrument, not only as has no duty to its due execution, validity and effectiveness, but also as to determine or inquire into the truth and accuracy happening or occurrence of any information contained hereinevent or contingency or the performance or failure of performance of the other Parties with respect to arrangements or contracts with others, which the Escrow Agent’s sole duty hereunder being to safeguard the Escrow Materials and to dispose of and deliver the same in accordance with this Escrow Agreement. No provision of this Escrow Agreement shall require the Escrow Agent shall to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in good faith believe to be genuine, to have been signed the performance of its duties or presented by the person or parties purporting to sign the same and conform to the provisions exercise of its rights under this Escrow Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential consequential, or punitive damagesdamages 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. If the Escrow Agent is called upon by the terms of this Escrow Agreement to determine the occurrence of any event or contingency, the Escrow Agent may request from the other Parties or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may inquire and consult with the other Parties, among others, at any time. The permissive rights of the Escrow Agent to do things enumerated in this Escrow Agreement shall not be construed as duties. In carrying out its duties and obligations under the terms of this Escrow Agreement, the Escrow Agent shall be protected in acting upon any written instruction, notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, including, but not limited to, items requesting or authorizing release, disbursement or retainage of the subject matter of this Escrow Agreement and items amending the terms of the Escrow Agreement. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent shall not be obligated to take any legal action or to commence any proceeding proceedings in connection with the this Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, any property held hereunder or to appear in, prosecute or defend in any such legal action or proceedingproceedings. The Escrow Agent may consult legal request an opinion of counsel selected by it in any event for a determination of any dispute or question as to construction legal issue which might arise in the performance of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, hereunder and shall incur no liability and such opinion of counsel shall be fully indemnified from full and complete authorization for any liability whatsoever action taken, suffered or omitted by the Escrow Agent in acting in accordance with the opinion or instructions of such counsel. The Company reliance thereon and the Investor(s) jointly and severally Concessionaire shall promptly pay, upon demand, pay the reasonable fees and expenses of any such counsel. This Escrow Agreement sets forth exclusively the duties of the Escrow Agent with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent. The Escrow Agent shall in no event be deemed to be a fiduciary to any Party or any other person or entity under this Escrow Agreement.

Liability of Escrow Agent. a. (a) Escrow Agent shall have no liability or obligation with respect to the Escrow Funds other than as set forth in this Escrow Agreement, except for any liability which may result from Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, whether bearing original, conformed or facsimile signatures, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same same, and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which the Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any Subscription Agreement with Subscribers or any other agreement between Issuer and/or Subscribers. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscribers of their respective obligations under any Subscription Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Underwriter or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. Escrow Agreement 4 National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, The duties and disbursement obligations of the Escrow Funds in accordance with Agent pursuant to this Agreement will be determined solely by the terms express provisions of this AgreementAgreement and the laws of the State of Texas. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof, or for the form or execution thereof, or for the identity or authority of any person executing or depositing it. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge to determine or notice inquire into the happening or occurrence of any fact event or circumstance not specifically contingency, or the performance or failure of performance of any of the parties to this Agreement, except as set forth hereinin Paragraph 4 of this Agreement. The Escrow Agent's sole duty pursuant to this Agreement shall be to safeguard the deposited funds in the Escrow Account and to dispose and deliver the same in accordance with the instruction given to the Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions accordance with Paragraph 4 of this Agreement. In no the event shall that the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated in making such determination, only to exercise reasonable care and diligence as a fiduciary of the funds. The Escrow Agent shall be liable for incidentalanything which it may do or refrain from doing only if its conduct represents misconduct or negligence in light of all the circumstances surrounding such actions taking into consideration the time and facilities available to the Escrow Agent in the ordinary conduct of its business. In determining the occurrence of any such event or contingency the Escrow Agent may request from any of the parties hereto, indirector any other person, specialsuch reasonable additional evidence as the Escrow Agent in its sole discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and consequential or punitive damagesin this connection, may inquire and consult with any of the parties to this Agreement. The Escrow Agent shall not be obligated liable for any damages resulting from its delay in acting hereunder pending its examination of the additional evidence that has been requested by the Escrow Agent. In the event that the Escrow Agent is required to take certain action upon the occurrence of any legal event or contingency, the time prescribed for action by the Escrow Agent shall, in all cases, be reasonable time after written notice to the Escrow Agent of the occurrence of such event or commence any proceeding contingency. In the event the Escrow Agent becomes involved in litigation between the Sponsor and its underwriter or subscribers in connection with this escrow, or in the event the Escrow FundsAgent files its own interpleader in any court of competent jurisdiction to determine the rights of the Sponsor, any account in which its underwriter or subscribers, the Sponsor agrees to indemnify and save the Escrow Funds are depositedAgent harmless from all loss, this Agreement costs, damages, expenses, and reasonable attorneys fees suffered or incurred by the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceedingEscrow Agent as a result thereof. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or shall be liable for its duties hereunder, or attorneys fees relating to any dispute involving any party hereto, and shall incur no liability and conflict with the Sponsor over the performance of Escrow Agent pursuant to this Agreement. The obligations of the Sponsor under this Paragraph shall be fully indemnified from any liability whatsoever performable at the office of the Escrow Agent in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payMcLennan County, upon demand, the reasonable fees and expenses of any such counselTexas.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Buyers jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Letter of Credit and the Proceeds except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping and drawing on or returning the Letter of Credit, and the safekeeping, investment, investment and disbursement distribution of the Escrow Funds Proceeds, in accordance with the terms of this Escrow Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in any notice or certificate delivered pursuant hereto. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsLetter of Credit or the Proceeds, any account in which Escrow Funds any Proceeds are deposited, this Escrow Agreement or the Purchase Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party heretoherein, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel shall be paid one-half by Buyer and one-half by the Company promptly upon demand of the Escrow Agent; provided, that if such fees and expenses result solely form the fault of either Buyer or the Company, then such party shall pay the entire amount of such fees and expenses. Notwithstanding the foregoing sentence, if either Buyer or the Company shall fail to satisfy its obligation to pay such fees and expenses pursuant to this Section, then the Escrow Agent shall have the right to receive the entire amount of such fees and expenses from the other party; provided that such party shall have the right to be reimbursed by the other party for all payments made on its behalf. The Escrow Agent is authorized, in its sole discretion, to comply with orders or process entered by any court with respect to the Letter of Credit and the Proceeds without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Letter of Credit or the Proceeds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action, and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only the ministerial duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the Escrow Funds except for provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to Escrow Agent's , the terms and conditions of this Agreement shall control subject to Section 31 hereof. Escrow Agent is not a party to the Merger Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Merger Agreement. Escrow Agent shall not be liable to Parent or the Holders or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to Parent or gross negligencethe Holders. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Agreement and the Merger Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Funds or to confirm or verify the accuracy or correctness of any amounts deposited in accordance with this Agreement. Escrow Agent may rely conclusively, and shall be protected in acting, upon any instrumentnotice, instruction (including a Joint Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, opinion or advice of counsel (including counsel chosen by Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages of any kind whatsoever (including lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of Escrow Agent owe no duty or obligation to any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any mistake of fact or law, or otherwise. Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Merger Agreement, or to appear in, prosecute or defend any such legal action or proceedingproceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Parent and the Investor(s) Holders, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees fees, costs and expenses of any such counsel. Escrow Agent shall have no responsibility with respect to the use or application of any Escrow Funds paid by Escrow Agent pursuant to the provisions hereof. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages except for the Escrow Agent's willful misconduct or gross negligence. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Standby Equity Distribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counsel.the individuals executing this Agreement to be so authorized on behalf of the party or parties involved. Escrow Agreement

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the “Notifying Party”) to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 16.1 herein (the “Notice Parties”). If the Notice Parties do not object to the Notifying Party’s notice to the Escrow Agent within ten (10) days after the Notice Parties’ receipt of the Notifying Party’s certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party’s certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent’s failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or obligation to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall Agent are intended to be for the safekeeping, investment, binding only on Seller and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations Seller’s assets and shall not be charged with knowledge or notice or personally binding upon, nor shall any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrumentresort be had to, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction private properties of any of the provisions hereof partners, officers, directors, shareholders or beneficiaries of Seller, or of any other agreement partners, officers, directors, shareholders or its duties hereunderbeneficiaries of any partners of Seller, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselof Seller’s employees or agents.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Consultant jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel, and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow.

Liability of Escrow Agent. a. The Escrow Agent shall have no liability not be liable for any damage, loss or obligation with respect to injury resulting from any action taken or omitted in the Escrow Funds except for Escrow Agent's absence of gross negligence or willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement (as finally adjudicated by a court of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementcompetent jurisdiction). In no event shall the Escrow Agent be liable for indirect, incidental, indirectconsequential, specialpunitive or special losses or damages (including but not limited to lost profits), regardless of the form of action and consequential whether or punitive damagesnot any such losses or damages were foreseeable or contemplated. The Escrow Agent shall not be obligated entitled to take rely upon any legal action instruction, notice, request or commence other instrument delivered to it without being required to determine the authenticity or validity thereof, or the truth or accuracy of any proceeding information stated therein. The Escrow Agent may act in reliance upon any signature believed by it to be genuine (including any signature affixed by DocuSign) and may assume that any person purporting to make any statement, execute any document, or send any instruction in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or provisions hereof has been duly authorized to appear in, prosecute or defend any such legal action or proceedingdo so. The Escrow Agent may consult legal with counsel selected satisfactory to it, and the opinion or advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, good faith and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions and advice of such counsel. The Company Escrow Agent may perform any and the Investor(s) jointly and severally all of its duties through its agents, representatives, attorneys, custodians and/or nominees. The Escrow Agent shall promptly pay, upon demand, the reasonable fees and expenses not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any such counseloccurrence beyond its control (including, without limitation, any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Standby Equity Distribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability or obligation with respect under and no duty to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only inquire as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of any agreement other than this Escrow Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. In performing any duties under the Escrow Agreement, the Escrow Agent shall not be liable to the Company, any Purchaser or any Party for damages, losses, or expenses, except for theft, gross negligence or willful misconduct on the part of the Escrow Agent. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. The Escrow Agent shall not incur any such liability for any action taken or omitted in reliance upon any instrument, including any written statement or affidavit provided for in this Agreement that the Escrow Agent shall in good faith believe to be obligated to take genuine, nor will the Escrow Agent be liable or responsible for forgeries, fraud, impersonations, or determining the scope of any representative’s authority. In addition, the Escrow Agent may consult with legal action or commence any proceeding counsel in connection with the Escrow Funds, any account in which Escrow Funds are deposited, Agent’s duties under this Agreement or the Purchase Agreementand shall be fully protected in any action taken, suffered, or permitted by it in good faith in accordance with the advice of counsel. The Escrow Agent is not responsible for determining and verifying the authority of any person acting or purporting to appear in, prosecute or defend act on behalf of any such legal action or proceedingparty to this Agreement. Escrow Agent may consult shall be entitled to act in accordance with any court order or other final determination by any governmental authority concerning any matter arising hereunder without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Account is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it in is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any event of any dispute such order, writ, judgment or question as decree, it shall not be liable to construction of any of the provisions hereof parties hereto or of to any other agreement person or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions entity by reason of such counsel. The Company and the Investor(s) jointly and severally shall promptly paycompliance even though such order, upon demandwrit, the reasonable fees and expenses of any such counseljudgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith, except for to the extent that a court of competent jurisdiction determines that any loss to the User or Contractor arises the Escrow Agent's ’s gross negligence or willful misconduct or gross negligencemisconduct. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under the Underlying Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of any party to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company User and the Investor(s) Contractor, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(sBuyer(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall have incur no liability or obligation whatever in connection with respect to the Escrow Funds its duties hereunder except for Escrow Agent's bad faith, willful misconduct or gross negligence. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, direction or other agreement or instrument from any other party with respect to the Escrow which, in the Escrow Agent's sole responsibility shall be for the safekeeping, investment, reasonable and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuineopinion, to have been signed or presented by the person or parties purporting to sign the same and conform to is in conflict with any of the provisions of this Escrow Agreement. In no event , or shall be advised that a dispute has arisen with respect to the distribution, ownership or right of possession of the Escrow Agent be liable for incidentalor any part thereof (or as to the delivery, indirectnon-delivery or content of any certificate, specialstatement, and consequential request, notice, advice, direction or punitive damages. other agreement or instrument), the Escrow Agent shall not be obligated entitled, without liability to take any legal person, to refrain from taking any action or commence any proceeding in connection with other than to use its best efforts to keep safely the Escrow Fundsuntil the Escrow Agent shall be directed otherwise in accordance with Section 3 hereof, any account in which but the Escrow Funds are deposited, this Agreement or the Purchase Agreement, or Agent shall be under no duty to appear in, prosecute institute or defend any such legal action or proceeding. , although the Escrow Agent may consult legal counsel selected by it may, in any its discretion and at the expense of Newco, on the one hand, and AP Biotech, on the other hand, as provided in Section 5(c) hereof, institute or defend such proceedings. In the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating the Escrow Agent shall be entitled to any dispute involving any party hereto, petition a court of competent jurisdiction and shall incur no liability and shall be fully indemnified from perform any liability whatsoever in acting in accordance with the opinion or instructions of acts ordered by such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcourt.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Securities Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Placement Agent jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. Escrow Funds Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct was the sole cause of loss to Purchaser or gross negligencethe Seller Parties. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions advice of such counsel. The Company Purchaser and the Investor(s) Seller Parties, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Purchaser and the Seller Parties agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request in connection with its duties hereunder. Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to Escrow Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent shall have no liability or obligation with respect to the Escrow Funds either L/C Cash Collateral Account except for the Escrow Agent's willful misconduct or gross negligence. The Escrow Agent's sole responsibility shall be for the safekeeping, investment, investment and disbursement of the Escrow Funds funds maintained in each L/C Cash Collateral Account in accordance with the terms of this Agreement. The Escrow Agent shall treat the Escrow Funds with the same care as it treats its own property. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which that the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. The Escrow Agent shall be responsible for actual losses (defined as and limited to any decline in principal value of an investment between the time of purchase and time of sale) from investments in other than investments permitted under Section 5 hereof. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with either L/C Cash Collateral Account or the Escrow Funds, any account in which Escrow Funds are depositedfunds therein, this Agreement or the Purchase Agreementany other Credit Document, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever protected in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon written instruction from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the “Notifying Party”) to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 16.1 herein (the “Notice Parties”). Notice by either party may be given by its attorneys. If the Notice Parties do not object to the Notifying Party’s notice to the Escrow Agent within ten (10) days after the Notice Parties’ receipt of the Notifying Party’s written instructions to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party’s certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent’s failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or obligation to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Purchaser and Seller, respectively, with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall Agent are intended to be for the safekeeping, investment, binding only on such party and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations its assets and shall not be charged with knowledge or notice or personally binding upon, nor shall any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrumentresort be had to, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction private properties of any of the provisions hereof partners, officers, directors, shareholders or beneficiaries of such party, or of any other agreement partners, officers, directors, shareholders or its duties hereunderbeneficiaries of any partners of such party, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselof its employees or agents.

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the “Notifying Party”) to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 17.1 herein (the “Notice Parties”). If the Notice Parties do not object to the Notifying Party’s notice to the Escrow Agent within ten (10) days after the Notice Parties’ receipt of the Notifying Party’s certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party’s certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent’s failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or obligation to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall Agent are intended to be for the safekeeping, investment, binding only on Seller and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations Seller’s assets and shall not be charged personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller’s employees or agents. The obligations of Purchaser with knowledge or notice or any fact or circumstance not specifically set forth herein. respect to the Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe are intended to be genuine, to have been signed or presented by the person or parties purporting to sign the same binding only on Purchaser and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, Purchaser’s assets and consequential or punitive damages. Escrow Agent shall not be obligated to take personally binding upon, nor shall any resort be had to, the private properties of any of the partners, officers, directors, shareholders or beneficiaries of Purchaser, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Purchaser, or of any of Purchaser’s employees or agents. The parties hereto irrevocably agree that any legal action or commence any proceeding arising out of or relating to this Section 17.15 may be brought in connection with the Escrow FundsCourts of the State of New Jersey, any account in which Escrow Funds are deposited, this Agreement or the Purchase Federal District Court for the District of New Jersey. By execution and delivery of this Agreement, or the parties hereto (including Escrow Agent) hereby irrevocably accept and submit generally and unconditionally, to appear in, prosecute or defend the jurisdiction of any such legal court in any such action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever hereby waive in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses case of any such counselaction or proceeding brought in the courts of the State of New Jersey, or Federal District Court for the District of New Jersey, any defenses based on jurisdiction, venue or forum non conveniens. The terms and provisions of Section 17.15 of this Agreement shall survive Closing and/or the termination of this Agreement.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in a written notice provided hereunder. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified protected from any liability whatsoever in acting in good faith in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be entirely administrative and not discretionary and shall under no circumstances be deemed a fiduciary for any of the safekeepingparties to this Agreement. The Escrow Agent shall not be liable to any party to this Agreement or to any third-party as a result of any action or omission taken or made by the Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, investmenthold the Escrow Agent harmless, and disbursement of reimburse the Escrow Funds Agent from, against and for, any and all liabilities, costs, fees and expenses including reasonable attorney’s fees the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, then the Escrow Agent may consult with its 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 in accordance with the terms opinion of this Agreementsuch counsel. The Escrow Agent shall have no implied duties be protected in acting on any written notice, request, waiver, consent, authorization, or obligations and shall not be charged with knowledge other paper or notice or any fact or circumstance not specifically set forth herein. document which the Escrow Agent may rely upon any instrumentAgent, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe faith, believes to be genuine, to have been signed or presented by the person or proper party, and what it purports to be. If there is any disagreement between any of the parties purporting to sign the same and conform to the provisions of this Agreement, or among them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In no event shall Escrow Agent be liable for incidentalany such event, indirect, special, and consequential or punitive damages. the Escrow Agent shall not be obligated or become liable in any way to take any legal action person for its failure or commence any proceeding in connection with refusal to act, and the Escrow FundsAgent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any account in which Escrow Funds are deposited, agreement or matter of background related to this Agreement or including without limitation the Purchase Dealer-Manager Agreement, or to appear inother than this Agreement itself, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any and has assumed, without investigation, the authority of the provisions hereof individuals executing this Agreement to be so authorized on behalf of the party or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselparties involved.

Liability of Escrow Agent. a. (a) Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Escrowed Cash or the Escrowed Shares except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds Escrowed Cash or the Escrowed Shares in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsEscrowed Cash or the Escrowed Shares, any account in which Escrow Funds Escrowed Cash or the Escrowed Shares are deposited, this Escrow Agreement or the Purchase Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Purchaser and the Investor(s) Company Shareholders, jointly and severally severally, shall each promptly pay, upon demand, one- half of the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. (a) Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Escrowed Cash or the Escrowed Shares except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds Escrowed Cash or the Escrowed Shares in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsEscrowed Cash or the Escrowed Shares, any account in which Escrow Funds Escrowed Cash or the Escrowed Shares are deposited, this Escrow Agreement or the Purchase Merger Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Purchaser and the Investor(s) Company Shareholder, jointly and severally severally, shall each promptly pay, upon demand, one-half of the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds except for Agreement, including without limitation the Offering Document, even if referenced herein and whether or not a copy of such document has been provided to Escrow Agent's . The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer or gross negligencePlacement Agent. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear in, prosecute or defend any such legal action or proceedingproceeding or to take any other action that in Escrow Agent’s reasonable judgment may expose it to potential expense or liability. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Placement Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Placement Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied or otherwise imposed upon or against Escrow Agent, and Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement, including, without limitation, the Asset Purchase Agreement, other than this Escrow Funds Agreement. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the Shareholder or gross negligencePurchaser. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Stock Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Shareholder and the Investor(s) Purchaser, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. As between Shareholder and Purchaser, each shall be responsible for the payment of fifty (50%) percent of such fees and expenses. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed herein in carrying out or obligation with respect to executing the purposes and intent of this Escrow Agreement; provided, however, that nothing herein contained shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdiscretionary. Escrow Agent shall not be obligated liable to take any party hereto or to any third party as a result of any action or omission taken or made by Escrow Agent in good faith. The parties to this Agreement will indemnify Escrow Agent, hold Escrow Agent harmless, and reimburse Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. In the event any legal action or commence any proceeding in connection with the questions arise concerning Escrow FundsAgent's duties and obligations hereunder, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal with its counsel selected and rely without liability upon written opinions given to it by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it purports to be. In the Investor(s) jointly event that there shall be any disagreement between any of the parties to this Agreement, or between them or any of them and severally any other person, resulting in adverse claims or demands being made in connection with this Agreement, or in the event that Escrow Agent, in good faith, shall promptly paybe in doubt as to what action it should take hereunder, upon demandXxxxxx Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or matter of background related to this Agreement, other than this Agreement itself, and has assumed, without investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only the ministerial duties as are expressly set forth herein and in any Written Direction and no other duties and obligations (fiduciary or otherwise) shall be implied. The Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to the Escrow Funds Agent, the terms and conditions of this Agreement shall control subject to Section 27. The Escrow Agent is not a party to the Underlying Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Underlying Agreement. The Escrow Agent shall not be liable to the Parties or to anyone else for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s fraud, gross negligence or willful misconduct was the primary or gross negligencecontributing cause of any loss to such Party or any other Person. The Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds Assets in accordance with the terms of this AgreementAgreement and any Written Direction. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in any Written Direction. The Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Assets or to confirm or verify the accuracy or correctness of any amounts deposited in accordance with this Agreement. The Escrow Agent may rely conclusively, and shall be protected in acting, upon any instrumentnotice, instruction (including a Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which the Escrow Agent shall believe in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages of any kind whatsoever (including 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, absent fraud, gross negligence, or willful misconduct by the Escrow Agent. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of the Escrow Agent owe no duty or obligation to any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any mistake of fact or law, or otherwise, absent fraud, gross negligence, or willful misconduct. The Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow FundsAssets, any account in which Escrow Funds Assets are deposited, this Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceedingproceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). The Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and and, except to the extent caused by the Escrow Agent’s fraud, gross negligence, or willful misconduct, shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the written opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demandExcept as set forth in Section 5, the Escrow Agent shall have no responsibility with respect to the use or application of any the Escrow Assets paid by the Escrow Agent pursuant to the provisions hereof. The Escrow Agent is authorized, in its sole reasonable fees and expenses discretion, to comply with orders issued or process entered by any court with respect to the Escrow Assets, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Assets is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such counselproperty shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. In the event the Escrow Funds are subject to any such court order, Escrow Agent shall provide the Parties with prompt written notice of such court order.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth hereinherein or in a written notice provided hereunder. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Company, Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Company or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Company, Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified protected from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for 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 any loss to the Issuer, Charleston or gross negligenceany Subscriber. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Charleston and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Charleston or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, including without limitation any other agreement between the parties hereto or obligation other persons even though reference thereto may be made herein. In no event shall Escrow Agent have any responsibility to determine, investigate or monitor whether any action it is requested to take hereunder fulfills or complies with Depositor’s obligations with respect to the Underlying Agreement or to any third party. Escrow Funds Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct or gross negligencewas the sole cause of any loss to Depositor. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping of the Custodial Funds in accordance with Escrow Agent’s customary practices and disbursement of the Escrow Funds thereof in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Custodial Funds, any account in which Escrow Custodial Funds are deposited, this Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions advice of such counsel. The Company and the Investor(s) jointly and severally Depositor shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Depositor agrees to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request in connection with its duties hereunder. Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Custodial Funds, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Custodial Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to Issuer or gross negligenceany Subscriber. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear inin (unless required by law), prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer and any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Funds, except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, deposit and disbursement of the Escrow Funds in accordance with the terms of this Agreementhereof. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreementhereof. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, or this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult with legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, hereunder and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such legal counsel.

Liability of Escrow Agent. a. (a) Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or o any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Securities Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Placement Agent jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall be expressly limited to safekeeping of the Escrowed Funds and for the disposition of same in accordance with the Purchase Agreement and this Escrow Agreement. The Escrow Agent shall have no liability not be liable for any action taken or obligation with respect to omitted hereunder, or for the Escrow Funds misconduct of any employee, agent or attorney appointed by it, except for Escrow Agent's in the case of willful misconduct or gross negligence. The Escrow Agent's sole responsibility Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for the safekeepingany action taken, investment, and disbursement of the Escrow Funds suffered or omitted by it in accordance with the terms advice of this Agreementsuch counsel. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with responsible for the performance by the Company of its obligations under this Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company hereby agrees to indemnify Escrow Agent and hold it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees, or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent’s following of instructions from the Company, and in connection therewith, to indemnify Escrow Agent against any and all expenses, including attorneys’ fees and the Investor(s) jointly and severally shall promptly paycosts of defending any action, upon demandsuit, the reasonable fees and expenses of or proceeding or resisting any such counselclaim, whether or not litigation is instituted.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent has no fiduciary or discretionary duties of any kind. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the sole cause of any loss to the Buyer or gross negligenceSeller Representative. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds Amount in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsAmount, any account in which the Escrow Funds are Amount is deposited, this Escrow Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions advice of such counsel. The Company Buyer and the Investor(s) Seller Representative, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Buyer and Seller Representative agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as may be required by law or as Escrow Agent may reasonably request in connection with its duties hereunder. The Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Amount, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Amount is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the "Notifying Party") to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 16.1 herein (the "Notice Parties"). If the Notice Parties do not object to the Notifying Party's notice to the Escrow Agent within ten (10) days after the Notice Parties' receipt of the Notifying Party's certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party's certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or obligation to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller with respect to the Escrow Funds except for Escrow AgentAgent are intended to be binding only on Seller and Seller's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations assets and shall not be charged with knowledge or notice or personally binding upon, nor shall any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrumentresort be had to, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction private properties of any of the provisions hereof partners, officers, directors, shareholders or beneficiaries of Seller, or of any other agreement partners, officers, directors, shareholders or its duties hereunderbeneficiaries of any partners of Seller, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselof Seller's employees or agents.

Liability of Escrow Agent. a. (a) Escrow Agent shall will have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s fraud, willful misconduct or gross negligence, and Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder. Escrow Agent's ’s sole responsibility shall will be for the safekeeping, investment, investment and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall will have no implied duties or obligations and shall will not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to the Company or any other person under this Agreement. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. Concurrently with the execution of this Agreement, the Company shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit C attached to this Escrow Agreement. In no event shall will Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall will not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall will incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives similar escrow property held by U.S. Bank National Association for similar escrow accounts and shall not be required to invest any funds held hereunder except as directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. When Escrow Agent acts on any information, instructions, communications (including, but not limited to, communications with respect to the Investor(sdelivery of securities or the wire transfer of funds) jointly and severally sent by telex, facsimile, e-mail or other form of electronic or data transmission, Escrow Agent, absent fraud, gross negligence or willful misconduct, shall promptly paynot be responsible or liable in the event such communication is not an authorized or authentic communication of the party purporting to have sent it, upon demandor is not in the form sent or intended to have been sent by the party purporting to have sent it (whether due to fraud, distortion or otherwise). In the reasonable fees and expenses event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Funds, unless Escrow Agent receives written instructions, signed by the parties required to execute an amendment hereunder to the provisions under which such counselambiguity or uncertainty arises, which eliminates such ambiguity or uncertainty.

Liability of Escrow Agent. a. (a) Escrow Agent shall will have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall will be for the safekeeping, investment, investment and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall will have no implied duties or obligations and shall will not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In no event shall will Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall will not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall will incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Shares except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds Shares in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds Shares are deposited, or this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of 4 any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(sBuyer(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. (a) Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only the ministerial duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the Escrow Funds except for provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to Escrow Agent's , the terms and conditions of this Agreement shall control subject to Section 29 hereof. Escrow Agent is not a party to the BCA, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the BCA. Escrow Agent shall not be liable to Xxxxxxxx HoldCo or HFS or to anyone else for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that Escrow Agent’s fraud, gross negligence or willful misconduct was the primary cause of any loss to Xxxxxxxx HoldCo or gross negligenceHFS. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds Escrowed Securities in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent shall have no duty to solicit any payment which may be due to be paid with respect to the Escrowed Securities or to confirm or verify the accuracy or correctness of any Escrowed Securities deposited in accordance with this Agreement. Escrow Agent may rely conclusively, and shall be protected in acting, upon any instrumentnotice, instruction (including a Joint Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, opinion or advice of counsel (including counsel chosen by Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages of any kind whatsoever (including lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action, absent gross negligence, fraud or willful misconduct by Escrow Agent. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of Escrow Agent owe no duty or obligation to any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any mistake of fact or law, or otherwise, absent gross negligence, fraud or willful misconduct. Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrowed Securities, the Escrow Funds, Account or any other account in which Escrow Funds the Escrowed Securities are deposited, this Agreement or the Purchase AgreementBCA, or to appear in, prosecute or defend any such legal action or proceedingproceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company Xxxxxxxx HoldCo and the Investor(s) HFS, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees fees, costs and expenses of any such counsel. Escrow Agent shall have no responsibility with respect to the use or application of any Escrowed Securities disbursed by Escrow Agent pursuant to the provisions hereof. Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrowed Securities, without determination by Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrowed Securities is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by outside legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only the ministerial duties as are expressly set forth herein and no other duties and obligations (fiduciary or otherwise) shall be implied. The Escrow Agent shall have no duty to enforce any obligation of any other person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any other person to perform any other act. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement (even though such agreement may be referenced in this Agreement) other than this Agreement. In the event of any conflict between the terms and provisions of this Agreement and any other agreement, as to the Escrow Funds Agent, the terms and conditions of this Agreement shall control subject to S ection 26 hereof. The Escrow Agent is not a party to the Underlying Agreement, is not bound by any of its terms, and has not undertaken in any way to effectuate, implement or comply with the Underlying Agreement. The Escrow Agent shall not be liable to Issuer or to anyone else for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct or gross negligencewas the primary cause of any loss to Issuer. The Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds Assets in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. The Escrow Agent shall have no duty to solicit any payment which may be due to be paid in Escrow Assets or to confirm or verify the accuracy or correctness of any amounts deposited in accordance with this Agreement. The Escrow Agent may rely conclusively, and shall be protected in acting, upon any instrumentnotice, instruction (including a Written Direction (such as a wire transfer instruction)), request, order, judgment, certification, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, demand or other instrument or document, not only as to its due execution, validity (including the authority of the person signing or presenting the same) and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which the Escrow Agent shall believe in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages of any kind whatsoever (including 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, absent gross negligence or willful misconduct by the Escrow Agent. The officers, directors, members, partners, trustees, employees, agents, attorneys or other representatives and Affiliates of the Escrow Agent owe no duty or obligation to any party hereunder and shall have no liability to any person by reason of any error of judgment, for any act done or not done, for any mistake of fact or law, or otherwise, absent gross negligence or willful misconduct. The Escrow Agent shall not be obligated to take any legal or other action or commence any proceeding in connection with the Escrow FundsAssets, any account in which Escrow Funds Assets are deposited, this Agreement or the Purchase Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceedingproceeding (whether or not it shall have been furnished with acceptable indemnification and advancement). The Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute or question involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the written opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees fees, costs and expenses of any such counsel. The Escrow Agent shall have no responsibility with respect to the use or application of any the Escrow Assets paid by the Escrow Agent pursuant to the provisions hereof. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Assets, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Assets is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for The Escrow Agent's willful misconduct or gross negligence. Escrow Agent's ’s sole duty and responsibility shall be for the safekeepinghereunder is to receive, investmenthold, and disbursement of distribute the Escrow Funds Holdback Amount in accordance with the terms of Section 1.4, above, and this AgreementSection 1.5. The Escrow Agent’s liability under this Agreement shall be limited to such duties and responsibilities. The Escrow Agent shall have no implied be protected in acting upon any written notice, request, affidavit, certificate, waiver, consent, receipt, judgment, court order or other paper or document which Escrow Agent in good faith believes to be genuine and what it purports to be. In performing any of its duties or obligations and hereunder, the Escrow Agent shall not be charged with knowledge incur any liability to anyone for damages, losses or notice expenses, except for willful default or any fact or circumstance not specifically set forth herein. breach of trust, and, accordingly, the Escrow Agent may rely shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel given with respect to any questions relating to the duties and responsibilities of the Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including any written notice, request or instruction provided for in this Agreement, not only as to its due execution, execution and the validity and effectivenesseffectiveness of its provisions, but also as to the truth and accuracy of any information contained hereintherein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the a proper person or parties purporting persons and to sign the same and conform to with the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated to take liable for any legal action error or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreementjudgment, or to appear in, prosecute for any act done or defend any such legal action step taken or proceeding. Escrow Agent may consult legal counsel selected omitted by it in good faith, or for any event mistake of any dispute fact or question as law, or for anything which it may do or refrain from doing in connection herewith, except its own gross negligence or willful misconduct. The Escrow Agent shall have no responsibility with respect to construction of any the application of the Holdback Amount disbursed by it pursuant to the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselhereof.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase AgreementEquity Line of Credit Agreement , or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, therein which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, Funds or any account in which Escrow Funds are deposited, deposited or this Agreement or the Purchase Escrow Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Sales Agent and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, Sales Agent or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Offering Document. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, NCPS, PORTAL or gross negligenceany Subscriber. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase AgreementOffering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, NCPS, PORTAL and/or any Subscriber. Escrow Agent shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of Issuer, NCPS, PORTAL or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith, except for to the extent that a court of competent jurisdiction determines that any loss to the User or Owner arises the Escrow Agent's ’s gross negligence or willful misconduct or gross negligencemisconduct. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (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. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Purchase EMS Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent shall not be responsible or liable in any manner for the performance by any party of their respective obligations under the EMS Agreement nor shall Escrow Agent be responsible or liable in any manner for the failure of any party to honor any of the provisions of this Escrow Agreement. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company User and the Investor(s) Owner, jointly and severally severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. A. It is agreed that the duties of Escrow Agent are purely ministerial in nature and shall have no liability or obligation with respect be expressly limited to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement safekeeping of the Escrow Funds Fund and for the disposition of same in accordance with the terms of this AgreementEscrow Agreement and the Acquisition Agreements. Each Party hereby indemnifies Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from Escrow Agent’s following of instructions from a Party or Parties, and in connection therewith, indemnifies Escrow Agent against any and all expenses, including attorneys’ fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. Escrow Agent shall have no implied duties be vested with a lien on all Escrow Funds held hereunder which is deliverable to Parties under the terms of this Escrow Agreement, for indemnification, attorneys’ fees, court costs arising from any suit, interpleader or obligations and shall not otherwise, or other expenses, fees or charges of any character or nature, which may be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. incurred by Escrow Agent may rely upon by reason of disputes arising between the Parties and/or any instrument, not only as to its due execution, validity and effectiveness, but also third party as to the truth correct interpretation of this Escrow Agreement and/or the Acquisition Agreements, and accuracy of any information contained herein, which instructions given to Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating otherwise, with the right of Escrow Agent, regardless of the terms of the aforesaid instruments and without the necessity of instituting any action, suit, or proceeding, to any dispute involving any party heretohold the Escrow Fund until and unless said additional expenses, fees and shall incur no liability and charges shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselpaid.

Liability of Escrow Agent. a. The duties of the Escrow Agent hereunder shall be limited to the observance of the express provisions of this Agreement. The Escrow Agent shall not make any disposition of the Escrow Deposit (or any portion thereof) which is not expressly authorized by this Agreement. The Escrow Agent may rely upon and act upon any instrument received by it pursuant to the provisions of this Agreement which it in good faith believes to be genuine and in conformity with the requirements of this Agreement. Except as expressly provided in this Agreement, the Escrow Agent shall have no liability duty to determine or obligation inquire into the happening or the occurrence of any event or the performance or failure of performance of either Acquisition Sub or the Preferred Holder with respect to the Escrow Funds except for Escrow Agent's willful misconduct arrangements or gross negligencecontracts between them or with others. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds Notwithstanding anything in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as Agreement to the truth and accuracy of any information contained hereincontrary, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated liable to take any legal action person for anything which it may do or commence any proceeding refrain from doing in connection with this Agreement, unless the Escrow Funds, any account in which Escrow Funds are deposited, Agent's conduct constitutes gross negligence or willful misconduct. Purchaser and Acquisition Sub hereby acknowledge and agree that this Agreement and the Escrow Agent's duties hereunder shall not restrict or prohibit the Purchase AgreementEscrow Agent from representing the Preferred Holder, or to appear inany affiliate or client of the Preferred Holder, prosecute or defend any such legal action or proceeding. Escrow Agent may consult as legal counsel selected by it in any event of matter, including without limitation the Preferred Holder's Litigation or any dispute or question as matter pertaining to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselthis Agreement.

Liability of Escrow Agent. a. Notwithstanding any liability attributable to Escrow Agent as counsel to the Investor, Escrow Agent shall have no liability or obligation with respect to the Escrow Funds and/or the shares of the Company's Common Stock except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility responsibilities shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. , and for the safekeeping and release of the shares of the Company's Common Stock, Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, and for the safekeeping and release of the shares of the Company's Common Stock, any account in which Escrow Funds Funds, and for the safekeeping and release of the shares of the Company's Common Stock, are deposited, this Agreement or the Purchase Equity Line of Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent has no fiduciary or discretionary duties of any kind. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. Escrow Funds Agent shall not be liable for any action taken or omitted by it in good faith in accordance with the terms of this Agreement except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s fraud, bad faith, gross negligence or willful misconduct was the cause of any loss to Purchaser or gross negligenceSellers. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds and the Deposit Amount in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person Person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages or penalties (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action. Escrow Agent shall not be responsible for delays or failures in performance of its obligations under this Agreement resulting from acts beyond its control, including without limitation acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters; it being understood that Escrow Agent shall use commercially reasonable efforts that are consistent with accepted practices in the banking industry to resume performances as soon as reasonably practicable under the circumstances. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof of this Agreement or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent shall have no liability be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or obligation with respect to instrument or signature reasonably and in good faith believed by the Escrow Funds except for Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Agreement or the Escrow Agent's ’s duties hereunder, has been duly authorized to do so, and (iii) in acting or refraining from acting in good faith when advised to act or refrain to act, as the case may be, by any counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission, except as a result of its bad faith, willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged responsible for any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent and its agents and affiliates be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with knowledge the Escrow Agent’s performance of services hereunder, even if the Escrow Agent was advised or notice otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any fact other similar cause or circumstance not specifically set forth hereincatastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent may rely upon any instrument, not only shall be uncertain as to its due executionduties or rights hereunder, validity and effectivenessor shall receive any certificate, but also as statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the truth Escrow Fund which, in the Escrow Agent’s reasonable and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuineopinion, to have been signed or presented by the person or parties purporting to sign the same and conform to is in conflict with any of the provisions of this Agreement. In no event , or shall be advised that a dispute has arisen with respect to the Escrow Agent be liable for incidentalFund or any part thereof, indirect, special, and consequential or punitive damages. the Escrow Agent shall not be obligated entitled, without liability to take any legal person, to refrain from taking any action or commence any proceeding in connection with other than to keep safely the Escrow Funds, any account Fund until the Escrow Agent shall be directed otherwise in which accordance with this Agreement. The Escrow Funds are deposited, this Agreement or the Purchase Agreement, or Agent shall be under no duty to appear in, prosecute institute or defend any such legal action or proceeding. proceedings, although the Escrow Agent may consult legal counsel selected by it may, in any event its discretion and at the expense of any dispute Purchaser as provided in Sections 9(c) or question as to construction of any of the provisions hereof 9(d) hereof, institute or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of defend such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselproceedings.

Liability of Escrow Agent. a. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. The Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation the Prospectus or Registration Statement. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that the Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the Company, the Managing Dealer, any Soliciting Dealer or gross negligenceany subscriber. The Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Escrowed Funds in accordance with the terms of this Escrow Agreement. The Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. The Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which the Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall the Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (including, but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. The Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Escrowed Funds, any account in which Escrow Escrowed Funds are deposited, this Agreement Escrow Agreement, the Prospectus or the Purchase AgreementRegistration Statement, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, the Escrow Agent shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any subscriber or any other agreement among the Company, the Managing Dealer, any Soliciting Dealer and/or any subscriber. The Escrow Agent shall not be responsible or liable in any manner for the performance by Company or any subscriber of their respective obligations under any subscription agreement nor shall the Escrow Agent be responsible or liable in any manner for the failure of Company, Managing Dealer or any Subscribing Dealer or any third party (including any subscriber) to honor any of the provisions of this Escrow Agreement. The Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable in connection with the performance of its duties hereunder except for its own negligent action, its own negligent failure to act or its own willful misconduct. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to the terms and provisions of this Escrow Agreement. The Escrow Agent shall have no liability lien, security interest, or obligation with respect right of set-off whatsoever upon any of the funds or investments in the Escrow Fund for the payment of fees and expenses for services rendered by the Escrow Agent under this Escrow Agreement. The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of funds and of the principal amount of the Government Obligations and the earnings thereon to pay the Restructured Debt Obligations. So long as the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for Agent applies any funds, the safekeeping, investmentGovernment Obligations and the interest earnings therefrom to pay the Restructured Debt Obligations as provided herein, and disbursement of the Escrow Funds in accordance complies fully with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated liable for any deficiencies in the amounts necessary to take any legal action or commence any proceeding pay the Restructured Debt Obligations caused by such calculations. In the event the amount on deposit in connection with the Escrow FundsFund is insufficient to redeem all of the Restructured Debt Obligations at the time required hereunder, any account in which the Municipality shall, upon receipt of notice of the same from the Escrow Funds are depositedAgent, this Agreement promptly provide or cause to be provided to the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the amount of such deficiency. In the event of any dispute or question as the Escrow Agent's failure to construction of account for any of the provisions hereof Government Obligations or of any other agreement funds received by it, such Government Obligations or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and money shall be fully indemnified from any liability whatsoever and remain the property of the Municipality in acting in accordance with trust for the opinion or instructions holders of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselRestructured Debt Obligations as herein provided.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Credit Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Placement Agent jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. Escrow Agent shall have no liability or obligation with respect under and no duty to inquire as to the provisions of any agreement other than this Escrow Funds Agreement, including without limitation any other agreement between any or all of the parties hereto or any other persons even though reference thereto may be made herein. Escrow Agent shall not be liable for any action taken or omitted by it in good faith except for to the extent that a court of competent jurisdiction determines that Escrow Agent's ’s gross negligence or willful misconduct was the primary cause of any loss to the MGIC, CHL, or gross negligenceServicer. Escrow Agent's sole responsibility shall be for the safekeeping, investment, safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, genuine and to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreementsame. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damagesdamages (including, but not limited to lost profits), even if Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account the accounts in which Escrow Funds are deposited, this Escrow Agreement or the Purchase Settlement Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions instruction of such counsel. The Company MGIC, and the Investor(s) CHL, jointly and severally severally, and MGIC and Servicer jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Escrow Agent is authorized, in its sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility ’s duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agreement 5 Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney’s fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent’s duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. TD Bank, N.A. is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. The Escrow Agent shall not be liable for any damages, or have no liability any obligations other than the duties prescribed in this Agreement in carrying out or obligation with respect to executing the purposes and intent of this Agreement. However, nothing in this Agreement shall relieve the Escrow Funds except for Escrow Agent's Agent from liability arising out of its own willful misconduct or gross negligence. The Escrow Agent's sole responsibility duties and obligations under this Agreement shall be for the safekeeping, investment, entirely administrative and disbursement of the Escrow Funds in accordance with the terms of this Agreementnot discretionary. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. The Escrow Agent shall not be obligated liable to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, party to this Agreement or to any third-party as a result of any action or omission taken or made by the Purchase Escrow Agent in good faith. The parties to this Agreement will jointly and severally indemnify the Escrow Agent, hold the Escrow Agent harmless, and reimburse the Escrow Agent from, against and for, any and all liabilities, costs, fees and expenses (including reasonable attorney's fees) the Escrow Agent may suffer or incur by reason of its execution and performance of this Agreement. If any legal questions arise concerning the Escrow Agent's duties and obligations under this Agreement, or to appear in, prosecute or defend any such legal action or proceeding. then the Escrow Agent may consult legal with its counsel selected and rely without liability on written opinions given to it by its counsel. The Escrow Agent shall be protected in acting on any written notice, request, waiver, consent, authorization, or other paper or document which the Escrow Agent, in good faith, believes to be genuine and what it in purports to be. If there is any event of any dispute or question as to construction of disagreement between any of the provisions hereof parties to this Agreement, or of between them or any other person, resulting in adverse claims or demands being made in connection with this Agreement, or if the Escrow Agent, in good faith, is in doubt as to what action it should take under this Agreement, then the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action under this Agreement, so long as the disagreement continues or the doubt exists. In any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act and the Escrow Agent shall be entitled to continue to so refrain from acting until the dispute is resolved by the parties involved. Escrow Agreement 5 National City Bank of Pennsylvania is acting solely as the Escrow Agent and is not a party to, nor has it reviewed or approved any agreement or its duties hereundermatter of background related to this Agreement, or relating to any dispute involving any party heretoother than this Agreement itself, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly payhas assumed, upon demandwithout investigation, the reasonable fees and expenses authority of any such counselthe individuals executing this Agreement to be so authorized on behalf of the party or parties involved.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds Holdback Amount except for Escrow Agent's ’s willful misconduct or gross negligence. Escrow Agent's ’s sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds Holdback Amount in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or of any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow FundsHoldback Amount, any account in which Escrow Funds are Holdback Amount is deposited, this Agreement or the Purchase Contribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

Liability of Escrow Agent. a. The duties of the Escrow Agent hereunder will ------------------------- be limited to observance of the express provisions of the Escrow Agreement. Furthermore, the Escrow Agent is not expected or required to be familiar with the provisions of any other writing, understanding or agreement, and shall not be charged with any responsibility or liability in connection with the observance or non-observance of the provisions of such other writing, understanding or agreement, and no implied covenant of any type whatsoever shall be read into the Escrow Agreement. The Escrow Agent may rely and act upon any instrument received by it pursuant to this Escrow Agreement which it reasonably believes to be in conformity with the requirements of the Escrow Agreement and Escrow Agent shall not be responsible for determining the genuineness, authenticity of authority from any such instrument or the person signing same. Escrow Agent will not be liable for any action taken or not taken by it under the terms of the Escrow Agreement in the absence of fraud or gross negligence on its part. In receiving the Escrow Funds, Escrow Agent acts only as a depository and assumes no responsibility except pursuant to the terms of this Escrow Agreement. Escrow Agent may act or refrain from acting in respect of any matter covered by this Escrow Agreement in full reliance upon and with the advice of counsel which may be selected by it, and shall be fully protected in so acting or in refraining from acting upon the advice of such counsel. Furthermore, Escrow Agent may rely and shall be protected in acting upon any writing that may be submitted to it in connection with its duties hereunder without determining the genuineness, authenticity or due authority from any such writing or the person signing same and shall have no liability or obligation responsibility with respect to the Escrow Funds except for Escrow Agent's willful misconduct form, content or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreementvalidity thereof. Escrow Agent shall have no implied responsibility or liability for any act or omission on its part, notwithstanding any demand or notice to the contrary by Client or any other person or entity, all subject to the sole limitation that Escrow Agent exercises its best judgment. Except as herein expressly provided, none of the provisions of the Escrow Agreement shall require Escrow Agent to expend or risk its own funds or otherwise incur financial liability or expense in the performance of any of its duties hereunder. Escrow Agent is hereby authorized to comply with and obey all orders, judgments, decrees or obligations writs entered or issued by any court, and in the event Escrow Agent obeys or complies with any such order, judgment, decree or writ, in whole or in part, it shall not be charged with knowledge or notice liable to Client or any fact other parties to this Escrow Agreement, or circumstance not specifically set forth herein. Escrow Agent may rely upon to any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the other person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event entity, by reason or such compliance, notwithstanding that it shall Escrow Agent be liable determined that any such order, judgment, decree or writ be entered without jurisdiction or be invalid for incidentalany reason or be subsequently reversed, indirectmodified, specialannulled, and consequential satisfied or punitive damagesvacated. Escrow Agent shall not be obligated required to institute or defend any action or legal process involving any matter referred to herein which in any manner affects his or its duties or liabilities hereunder to take any legal other action with reference to the Escrow Funds not specifically agreed to herein, and Escrow Agent shall not be responsible for any act or commence failure to act on its part except in the case of its own fraud or gross negligence. Should any proceeding in connection controversy arise between Client and any other party to this Escrow Agreement or between any other person or entity with respect to this Escrow Agreement, or with respect to the ownership of or the right to receive any sums from the Escrow Funds, Escrow Agent shall have the right to institute a plea of interpleader in any account court of competent jurisdiction to determine the rights of the parties. Should a plea of interpleader be instituted, or should Escrow Agent become involved in which litigation in any manner whatsoever, connected with or pertaining to this Escrow Funds are deposited, this Agreement or the Purchase AgreementEscrow Funds, or Client hereby agrees to appear inpay Escrow Agent, prosecute or defend on demand, in addition to any such legal action or proceeding. charge made hereunder for acting as escrow agent, reasonable attorneys' fees incurred by Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of Agent, and any other agreement or its duties hereunderdisbursements, or relating to any dispute involving any party heretoexpenses, losses, costs, and shall incur no liability and shall be fully indemnified damages in connection with or resulting from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsellitigation.

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the "Notifying Party") to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 17.1 herein (the "Notice Party" or "Notice Parties"). If the Notice Parties do not object to the Notifying Party's notice to the Escrow Agent within ten (10) days after the Notice Parties' receipt of the Notifying Party's certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten days, written notice to the Escrow Agent disputing the Notifying Party's certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability or obligation to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for propriety of such disbursement and, in the safekeepingevent of any dispute as to who is entitled to receive the Deposit, investment, and disbursement of the Escrow Funds disburse them in accordance with the terms final order of this Agreementa court of competent jurisdiction, or to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or The parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. hereto further agree that Escrow Agent shall not be obligated to take liable for failure of any legal action depository and shall not be otherwise liable except in the event of Escrow Agent's gross negligence or commence willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any proceeding in connection with reasonable expenses incurred by the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or Agent arising from a dispute with respect to the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselDeposit.

Liability of Escrow Agent. a. The parties acknowledge that the Escrow Agent shall be conclusively entitled to rely, except as hereinafter set forth, upon a certificate from Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Agent pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the "Notifying Party") to the Escrow Agent shall be sent simultaneously to the other noticed parties pursuant to Section 16.1 herein (the "Notice Parties"). If the Notice Parties do not object to the Notifying Party's notice to the Escrow Agent within ten (10) days after the Notice Parties' receipt of the Notifying Party's certificate to the Escrow Agent, the Escrow Agent shall be able to rely on the same. If the Notice Parties send, within such ten (10) days, written notice to the Escrow Agent disputing the Notifying Party's certificate, a dispute shall exist and the Escrow Agent shall hold the Deposit as hereinafter provided. The parties hereto hereby acknowledge that Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement and, in the event of any dispute as to who is entitled to receive the Deposit, disburse them in accordance with the final order of a court of competent jurisdiction, or obligation to deposit or interplead such funds into a court of competent jurisdiction pending a final decision of such controversy. The parties hereto further agree that Escrow Agent shall not be liable for failure to any depository and shall not be otherwise liable except in the event of Escrow Agent's gross negligence or willful misconduct. The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller for any reasonable expenses incurred by the Escrow Agent arising from a dispute with respect to the Deposit. The obligations of Seller and Purchaser with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall Agent are intended to be for the safekeeping, investment, binding only on such parties and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations their respective assets and shall not be charged with knowledge or notice or personally binding upon, nor shall any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrumentresort be had to, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained herein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction private properties of any of the provisions hereof partners, officers, trustees, directors, shareholders or beneficiaries of Seller or Purchaser, or of any other agreement partners, officers, trustees, directors, shareholders or its duties hereunderbeneficiaries of any partners of Seller or Purchaser, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselof Seller's or Purchaser's employees or agents.

Liability of Escrow Agent. a. Escrow Agent shall have no liability or obligation with respect to the Escrow Funds except for Escrow Agent's willful misconduct or gross negligence. Escrow Agent's sole responsibility shall be for the safekeeping, investment, and disbursement of the Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall have no implied duties or obligations and shall not be charged with knowledge or notice or any fact or circumstance not specifically set forth herein. Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained hereintherein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and conform to the provisions of this Agreement. In no event shall Escrow Agent be liable for incidental, indirect, special, and consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Agreement or the Purchase Standby Equity Distribution Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any the event of any dispute or question as to construction of any of the provisions hereof or of any other agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such counsel. The Company and the Investor(s) Investor jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counselcounsel and Escrow Agent is hereby authorized to pay such fees and expenses from funds held in escrow. The Escrow Agent is hereby authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in any case any order judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ judgment or decree which it is advised by legal counsel selected by it, binding upon it, without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Indemnification of Escrow Agent. From and at all times after the date of this Agreement, the parties jointly and severally, shall, to the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the "Indemnified Parties") against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person, including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein, whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. If any such action or claim shall be brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify the Company and the Investor hereunder in writing, and the and the Company shall assume the defense thereof, including the employment of counsel and the payment of all expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that the Investor and/or the Company shall be required to pay such fees and expense if (a) the Investor or the Company agree to pay such fees and expenses, or (b) the Investor and/or the Company shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel reasonably satisfactory to the Indemnified Party in any such action or proceeding, (c) the Investor and the Company are the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including any potentially impleaded parties) include both Indemnified Party the Company and/or the Investor and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or the Investor. The Investor and the Company shall be jointly and severally liable to pay fees and expenses of counsel pursuant to the preceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. All such fees and expenses payable by the Company and/or the Investor pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. The obligations of the parties under this section shall survive any termination of this Agreement, and resignation or removal of the Escrow Agent shall be independent of any obligation of Escrow Agent.