Common use of Obligations of the Escrow Agent Clause in Contracts

Obligations of the Escrow Agent. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. Its duties are ministerial in nature, and the Escrow Agent shall not incur any liability whatsoever so long at it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility with respect to funds or other property held hereunder; and shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any property held by it hereunder, whether or not the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement which, in the Escrow Agent's opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the parties or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent may, in its sole discretion, deposit with the Clerk of any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or the Trust. The Escrow Agent shall be entitled to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed or sent by the proper party or parties, and may rely on statements contained therein without further inquiry or investigation. Release by the Escrow Agent of the Escrow Shares shall not constitute a distribution by Escrow Agent, or a legal opinion of Escrow Agent that said release is lawful, or that said release does not violate any Securities laws, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings or enforcement/investigatory actions of any kind which may be instituted against it in respect of the subject matter of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense or initiation.

Obligations of the Escrow Agent. The (a) Each Interested Party acknowledges that the Escrow Agent Agent: (i) SHALL BE OBLIGATED ONLY FOR THE PERFORMANCE OF SUCH DUTIES AS ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT ON ITS PART TO BE PERFORMED, EACH OF WHICH IS MINISTERIAL (AND SHALL NOT BE CONSTRUED TO BE FIDUCIARY) IN NATURE, AND NO IMPLIED DUTIES OR OBLIGATIONS OF ANY KIND SHALL BE READ INTO THIS AGREEMENT AGAINST OR ON THE PART OF THE ESCROW AGENT; (ii) shall not have be obligated to take any liability under, legal or duty other action hereunder that might in its judgment involve or cause it to inquire into, the terms and provisions of any agreement, other than this Agreement. Its duties are ministerial in nature, and the Escrow Agent shall not incur any expense or liability whatsoever so long at unless it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility been furnished with respect to funds acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other property held hereunder; document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for ascertaining making inquiry as to or taking any action with respect to callsdetermining the genuineness, conversions, exchanges, maturities, tendersaccuracy or validity thereof, or other matters relating to any property held by it hereunder, whether of the authority of the person signing or not presenting the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent same; (iv) may consult with counsel of its choicesatisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall not be liable for full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. The ; and (v) may engage accountants or other professionals if the Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession deems the services of this Agreement unless such professionals necessary in the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and discharge of the Escrow Agent, if its ’s duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement which, in the Escrow Agent's opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action hereunder; and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the parties or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent may(vi) is authorized, in its sole discretion, deposit to comply with the Clerk of orders issued or process entered by any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or the Trust. The Escrow Agent shall be entitled with respect to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed Account, the Offering Proceeds or sent by the proper party or partiesthis Agreement, and may rely on statements contained therein without further inquiry or investigation. Release determination by the Escrow Agent of such court’s jurisdiction in the matter. Documents and written materials referred to in this paragraph include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by the Escrow Shares shall not constitute Agent as having been signed or presented by a distribution by person if it bears, as sender, the person’s e-mail address. If any Offering Proceeds then held in the Escrow AgentAccount are at any time attached, garnished, or a legal opinion 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 in any such events the Escrow Agent that said release is lawfulauthorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it, and if the Escrow Agent complies with any such order, writ, judgment, or that said release does not violate any Securities lawsdecree, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required liable to institute legal proceedings depositor, or to any other person, firm or corporation by reason of any kind and shall not be required to initiate such compliance even though such order, writ, judgment or defend any legal proceedings or enforcement/investigatory actions of any kind which decree may be instituted against it in respect of the subject matter of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense subsequently reversed, modified, annulled, set aside or initiationvacated.

Obligations of the Escrow Agent. 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 not have any no liability under, or under and no duty to inquire into, as to the terms and provisions of any agreement, agreement other than this Agreement. Its duties are ministerial in nature, and the The Escrow Agent may rely upon and shall not incur be liable for acting or refraining from acting upon any liability whatsoever so long at written notice, instruction or request furnished to it has acted in good faith, except for willful misconduct hereunder and believed by it to be genuine and to have been signed or gross negligencepresented by the proper party or parties. The Escrow Agent shall not have be under no duty to inquire into or investigate the validity, accuracy or content of any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility with respect to funds or other property held hereunder; and shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any property held by it hereunder, whether or not the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunderdocument. The Escrow Agent shall have no duty to solicit any payments that may consult with counsel of its choice, including in-house counsel, and be due it or the Escrow Fund. The Escrow Agent shall not be liable for any action takentaken 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 a cause of any loss to Buyer or the Shareholders. The Escrow Agent will not be required to calculate or compute any amount(s) referenced herein to be released. Any amounts withdrawn from the Escrow Fund shall be clearly stated in the form of a Joint Instruction directing the delivery of the Escrow Fund or a Final Resolution as the Escrow Agent shall not pay out amounts in the absence of a Joint Instruction or Final Resolution. The parties covenant and agree they shall provide Joint Instructions in a manner consistent with the terms of the Merger Agreement and this Agreement in order to give appropriate effect to their terms. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission accountants or supersession of this Agreement unless the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent theretoother skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement hereto which, in the Escrow Agent's its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. AlternativelyAnything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent maybe liable for special, in its sole discretion, deposit with the Clerk indirect or consequential loss or damage of any court of competent jurisdictionkind whatsoever (including but not limited to lost profits), any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or the Trust. The Escrow Agent shall be entitled to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by even if the Escrow Agent to be genuine and to have has been signed or sent by the proper party or parties, and may rely on statements contained therein without further inquiry or investigation. Release by the Escrow Agent advised of the Escrow Shares shall not constitute a distribution by Escrow Agent, likelihood of such loss or a legal opinion of Escrow Agent that said release is lawful, or that said release does not violate any Securities laws, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it damage and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings or enforcement/investigatory actions of any kind which may be instituted against it in respect regardless of the subject matter form of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense or initiationaction.

Obligations of the Escrow Agent. It is agreed that the duties and obligations of the Escrow Agent are those specifically provided herein and no other. The Escrow Agent shall not have any no liability under, or duty to inquire into, into or construe the terms and provisions of of, the Merger Agreement or any agreement, other than this Agreementcontract or instrument entered into by the parties hereto in connection herewith. Its The Escrow Agent's duties are purely ministerial in nature, nature and the Escrow Agent shall not incur any liability whatsoever so long at as it has acted in good faith, the Escrow Agent shall incur no liability whatsoever for actions taken pursuant to the terms of this Agreement except for its willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility with respect to funds or other property held hereunder; and shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any property held by it hereunder, whether or not the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession supercession of this Agreement unless the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent (a) shall be uncertain as to its duties or rights hereunder or (b) shall receive conflicting instructions, claims or demands from any party to this Agreement which, in Lifecodes or the Escrow Agent's opinion, conflict with any of the provisions of this AgreementStockholders' Representative, it shall be entitled to refrain from taking any action and its sole obligation shall be other than to keep safely all property held in escrow Escrow until (i) it shall be directed otherwise in writing by the parties Stockholders' Representative and Lifecodes or (ii) until it shall be directed by a final order an arbitration award or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent may, in its sole discretion, deposit with the Clerk of any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunderorder. The Escrow Agent shall not incur any have no liability for following the instructions contained herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or Lifecodes and the TrustStockholders' Representative. The Escrow Agent shall be entitled to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed or sent by the proper party or parties, and may rely on statements contained therein without further inquiry or investigation. Release by the Escrow Agent of the Escrow Shares shall not constitute a distribution by Escrow Agent, or a legal opinion of Escrow Agent that said release is lawful, or that said release does not violate any Securities laws, or other agreements. The Escrow Agent shall not have any no responsibility for the genuineness or validity of any document or other item deposited with it and any shall have no liability for action acting in accordance with any written instructions or certificates given to it hereunder and reasonably believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings or enforcement/investigatory actions of any kind which may be instituted against it in with respect of to the subject matter of these instructions. If it does elect instructions unless requested to act it will do so only if it is and indemnified to its satisfaction against the cost and expense of such defense or initiationdefense.

Obligations of the Escrow Agent. The (a) Each Interested Party acknowledges that the Escrow Agent Agent: (i) SHALL BE OBLIGATED ONLY FOR THE PERFORMANCE OF SUCH DUTIES AS ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS ESCROW AGREEMENT ON ITS PART TO BE PERFORMED, EACH OF WHICH IS MINISTERIAL (AND SHALL NOT BE CONSTRUED TO BE FIDUCIARY) IN NATURE, AND NO IMPLIED DUTIES OR OBLIGATIONS OF ANY KIND SHALL BE READ INTO THIS ESCROW AGREEMENT AGAINST OR ON THE PART OF THE ESCROW AGENT; (ii) shall not have be obligated to take any liability under, legal or duty other action hereunder that might in its judgment involve or cause it to inquire into, the terms and provisions of any agreement, other than this Agreement. Its duties are ministerial in nature, and the Escrow Agent shall not incur any expense or liability whatsoever so long at unless it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility been furnished with respect to funds acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other property held hereunder; document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for ascertaining making inquiry as to or taking any action with respect to callsdetermining the genuineness, conversions, exchanges, maturities, tendersaccuracy or validity thereof, or other matters relating to any property held by it hereunder, whether of the authority of the person signing or not presenting the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent same; (iv) may consult with counsel of its choicesatisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall not be liable for full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission ; and (v) may engage accountants or supersession of this Agreement unless the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, other professionals if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement which, deems the services of such professionals necessary in the discharge of the Escrow Agent's opinionduties hereunder. Documents and written materials referred to in this paragraph include, conflict with without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any of the provisions of this Agreement, it shall such e-mail or other electronic transmission may be entitled to refrain from taking any action deemed and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing treated by the parties or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent mayas having been signed or presented by a person if it bears, as sender, the person's e-mail address; and (vi) is authorized, in its sole discretion, deposit to comply with the Clerk of orders issued or process entered by any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or the Trust. The Escrow Agent shall be entitled with respect to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed Account, the Offering Proceeds or sent by the proper party or partiesthis Agreement, and may rely on statements contained therein without further inquiry or investigation. Release determination by the Escrow Agent of such court's jurisdiction in the matter. If any Offering Proceeds then held in the Escrow Shares shall not constitute a distribution by Escrow AgentAccount are at any time attached, garnished, or a legal opinion 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, judgement or decree shall be made or entered by any court affecting such property or any part thereof, then in any such events the Escrow Agent that said release is lawfulauthorized, in its sole discretion, to rely upon and comply with any such order, writ, judgement or decree which it is advised by legal counsel of its own choosing is binding upon it, and if the Escrow Agent complies with any such order, writ, judgement, or that said release does not violate any Securities lawsdecree, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required liable to institute legal proceedings depositor, or to any other person, firm or corporation by reason of any kind and shall not be required to initiate such compliance even though such order, writ, judgement or defend any legal proceedings or enforcement/investigatory actions of any kind which decree may be instituted against it in respect of the subject matter of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense subsequently reversed, modified, annulled, set aside or initiationvacated.

Obligations of the Escrow Agent. The (a) Each Interested Party acknowledges that the Escrow Agent Agent: (i) SHALL BE OBLIGATED ONLY FOR THE PERFORMANCE OF SUCH DUTIES AS ARE EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS ESCROW AGREEMENT ON ITS PART TO BE PERFORMED, EACH OF WHICH IS MINISTERIAL (AND SHALL NOT BE CONSTRUED TO BE FIDUCIARY) IN NATURE, AND NO IMPLIED DUTIES OR OBLIGATIONS OF ANY KIND SHALL BE READ INTO THIS ESCROW AGREEMENT AGAINST OR ON THE PART OF THE ESCROW AGENT; (ii) shall not have be obligated to take any liability under, legal or duty other action hereunder that might in its judgment involve or cause it to inquire into, the terms and provisions of any agreement, other than this Agreement. Its duties are ministerial in nature, and the Escrow Agent shall not incur any expense or liability whatsoever so long at unless it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility been furnished with respect to funds acceptable indemnification; (iii) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other property held hereunder; document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper person, and shall have no responsibility for ascertaining making inquiry as to or taking any action with respect to callsdetermining the genuineness, conversions, exchanges, maturities, tendersaccuracy or validity thereof, or other matters relating to any property held by it hereunder, whether of the authority of the person signing or not presenting the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent same; (iv) may consult with counsel of its choicesatisfactory to it, including in-house counsel, and the opinion or advice of such counsel in any instance shall not be liable for full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission ; and (v) may engage accountants or supersession of this Agreement unless the same shall be in writing and signed by Spacial, Xxxxxx, the Trust and the Escrow Agent, other professionals if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement which, deems the services of such professionals necessary in the discharge of the Escrow Agent's opinionduties hereunder. Documents and written materials referred to in this paragraph include, conflict with without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any of the provisions of this Agreement, it shall such e-mail or other electronic transmission may be entitled to refrain from taking any action deemed and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing treated by the parties or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent mayas having been signed or presented by a person if it bears, as sender, the person's e-mail address; and (vi) is authorized, in its sole discretion, deposit to comply with the Clerk of orders issued or process entered by any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx or the Trust. The Escrow Agent shall be entitled with respect to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed Account, the Offering Proceeds or sent by the proper party or partiesthis Agreement, and may rely on statements contained therein without further inquiry or investigation. Release determination by the Escrow Agent of such court's jurisdiction in the matter. If any Offering Proceeds then held in the Escrow Shares shall not constitute a distribution by Escrow AgentAccount are at any time attached, garnished, or a legal opinion 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 in any such events the Escrow Agent that said release is lawfulauthorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it, and if the Escrow Agent complies with any such order, writ, judgment, or that said release does not violate any Securities lawsdecree, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required liable to institute legal proceedings depositor, or to any other person, firm or corporation by reason of any kind and shall not be required to initiate such compliance even though such order, writ, judgment or defend any legal proceedings or enforcement/investigatory actions of any kind which decree may be instituted against it in respect of the subject matter of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense subsequently reversed, modified, annulled, set aside or initiationvacated.

Obligations of the Escrow Agent. The Escrow Agent shall not have any liability under, or duty to inquire into, the terms and provisions of any agreement, other than this Agreement. The Escrow Agent shall hold the Escrow Shares without compensation as a stakeholder only. The Escrow Agent is not and shall not be deemed to be a trustee for any party for any purpose and is merely acting as a depository with the limited duties herein described. Its duties are ministerial in nature, and the Escrow Agent shall not incur any liability whatsoever so long at it has acted in good faith, except for willful misconduct or gross negligence. The Escrow Agent shall not have any duties or responsibilities hereunder except as expressly set forth herein; shall have no investment responsibility with respect to funds the Escrow Shares or other property held hereunder; and shall have no responsibility for ascertaining or taking any action with respect to calls, conversions, exchanges, maturities, tenders, or other matters relating to any property held by it hereunder, whether or not the Escrow Agent has or is deemed to have knowledge or notice of such matters, or taking any steps to preserve rights against any parties with respect to any property held by it hereunder. The Escrow Agent may consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or supersession of this Agreement unless the same shall be in writing and signed by Spacialthe Company, Xxxxxx, the Trust Winsonic and the Escrow Agent, if its duties as Escrow Agent hereunder are affected thereby, unless it shall have given its prior written consent thereto. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party to this Agreement the Company or Winsonic which, in the Escrow Agent's its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by the parties Company and Winsonic or by a final order or judgment of a court of competent jurisdiction. Alternatively, the Escrow Agent may, in its sole discretion, deposit with the Clerk of any court of competent jurisdiction, any and all funds, securities and other property held by it pursuant thereto and thereupon and, shall stand fully relieved and discharged of any further duties hereunder. The Escrow Agent shall not incur any liability for following the instructions herein contained or expressly provided for, or written instructions given by Spacial, Xxxxxx the Company or the TrustWinsonic. The Escrow Agent shall be entitled to rely upon any notice, certificate, affidavit, letter, document, or other communication which is, upon reasonable verification, believed by the Escrow Agent to be genuine and to have been signed or sent by the proper party or parties, and may rely on statements contained therein without further inquiry or investigation. Release by the Escrow Agent of the Escrow Shares shall not constitute a distribution by Escrow Agent, or a legal opinion of Escrow Agent that said release is lawful, or that said release does not violate any Securities laws, or other agreements. The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it and any liability for action in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to initiate or defend any legal proceedings or enforcement/investigatory actions of any kind which may be instituted against it in respect of the subject matter of these instructions. If it does elect to act it will do so only if it is indemnified to its satisfaction against the cost and expense of such defense or initiation. The Escrow Agent shall have no obligation to anyone to invest any of the deposited shares. Any cash dividends shall be payable to the Holder. Any stock dividends shall be deposited in escrow hereunder. The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of the Holders to deliver shares to the Escrow Agent or otherwise to honor any of the provisions of this Agreement.