Common use of Replacement of Escrow Agent Clause in Contracts

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the Escrow Agent shall transfer the Escrow Property to such replacement escrow agent. If by the last day of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the same. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 The (a) At any time during the term of this Escrow PartiesAgreement, acting jointlyEscrow Agent may resign and be discharged of the obligations created by this Escrow Agreement by executing and delivering to Parent and the Indemnifying Party, at least forty-five (45) days’ advance written notice of its resignation as Escrow Agent and specifying the date when such resignation is to take effect. Any resignation of Escrow Agent shall not become effective until the earlier to occur of (a) acceptance of appointment by the successor Escrow Agent or (b) 90 days after Escrow Agent’s notice of resignation. (b) Escrow Agent may be removed at any time replace by Parent or the Indemnifying Party by a written notice executed by one party to Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason by giving written notice (other party, whereupon a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the successor Escrow Agent shall transfer be appointed pursuant to subparagraph (d) below. (c) If Escrow Agent shall otherwise be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body or agency because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Property Agent, and a successor shall be appointed pursuant to such replacement escrow agent. If by subparagraph (d) below. (d) In the last day event of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the same. 9.4 The removal or resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 subparagraphs (such date being a), (b) or (c) above, Parent and the “Resignation Date”)Indemnifying Party shall endeavor in good faith to agree upon a successor Escrow Agent to be appointed by written instrument, one copy of which instrument shall be delivered to the predecessor Escrow Agent, the successor Escrow Agent, Parent and the Indemnifying Party. 9.5 From (e) Upon the end acceptance of appointment by the Successor Appointment Period until successor Escrow Agent, the Resignation Date the predecessor Escrow Agent shall be compensated by Parent for any remaining reasonable out-of-pocket expenses for which it has not been previously reimbursed, but shall not thereafter be obliged entitled to any further reimbursement or compensation for its former duties as Escrow Agent hereunder. (but mayf) Any successor Escrow Agent appointed hereunder shall execute, in acknowledge and deliver to Parent and the Indemnifying Party an instrument accepting such appointment hereunder, and thereupon such successor Escrow Agent, without any further act shall become duly vested with all of the property, rights, powers, trusts, duties and obligations of its absolute discretion) act in accordance predecessor hereunder, with any Instructionthe same effect as if originally named Escrow Agent.

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason its duties and obligations hereunder by giving to SLUS and Holdco written notice (to that effect, but its resignation shall not become effective until a “Resignation Notice”) to such effect to successor escrow agent shall have been appointed by mutual agreement, in writing, of SLUS and Holdco. In the event the Escrow PartiesAgent is dissolved, such resignation to take effect in accordance with Clause 9.4. On receipt becomes bankrupt or is otherwise incapable of a Resignation Notice acting hereunder, SLUS and Holdco shall within fifteen Business Days of the occurrence of the event which renders the Escrow Parties shallAgent incapable of performing hereunder, acting jointlyby mutual consent, appoint a replacement as soon as practicable new escrow agent. In the event SLUS and in any event Holdco are unable to agree upon a successor escrow agent within sixty (60) days fifteen Business Days after receipt of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) ’s written resignation or within fifteen Business Days after the occurrence of receipt the event which renders the Escrow Agent incapable of written notice and details in accordance with Clauses 9.1 or 9.2 performing hereunder, the Escrow Agent shall transfer have the Escrow Property right but not the obligation to petition a court of competent jurisdiction to appoint a bank or other financial institution experienced in such replacement matters as successor escrow agent. If The costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the last day of the Successor Appointment Period the Escrow Agent has not received in connection with such proceeding shall be paid by Holdco. The Escrow Agent shall, upon receipt of a joint written notice that a replacement has been appointed instruction of SLUS and Holdco, deliver the Escrow Agent may at any time take any steps it deems appropriate to appoint Funds plus copies of applicable records in the same. 9.4 The resignation possession of the Escrow Agent will to any such successor escrow agent. (b) SLUS and Holdco shall have the power at any time by mutual consent to remove the Escrow Agent upon 5 calendar days’ prior written notice. Such removal shall take effect on the date of the transfer upon delivery of the Escrow Property pursuant to Clause 9.3 (such date being Funds plus copies of applicable records in the “Resignation Date”). 9.5 From the end possession of the Successor Appointment Period until the Resignation Date the Escrow Agent to a successor escrow agent designated in a joint written instruction. The Escrow Agent shall not deliver the Escrow Funds, without unreasonable delay after receiving notice of the designation of such successor escrow agent or hold such Escrow Funds (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. (c) Upon the appointment of a successor escrow agent under this Section 10, the successor escrow agent shall be obliged deemed to (but maybe the Escrow Agent for all purposes of this Escrow Agreement; and, in upon delivery of the Escrow Funds and applicable records, the previous Escrow Agent shall have no further duties or responsibilities hereunder and shall be released from any and all liability hereunder for any actions occurring after its absolute discretion) act in accordance with any Instructionreplacement.

Replacement of Escrow Agent. 9.1 (a) The Escrow Parties, acting jointly, Agent may resign and be discharged from all further duties under this Agreement by giving ten (10) days' notice of its resignation in writing to each of Big Horn and EuroGas. (b) Big Horn and EuroGas may at any time replace on ten (10) days' joint written notice remove the Escrow Agent by giving: and appoint a new escrow agent. (ac) written In the event of the Escrow Agent resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting under this Agreement, Big Horn and EuroGas shall forthwith appoint a new Escrow Agent and any Escrow Agent so appointed shall be subject to resignation or removal in the same manner as was the original Escrow Agent. (d) In the event that a successor Escrow Agent has not been appointed at the time the notice period for the Escrow Agent's resignation expires, the Escrow Agent shall deposit the Escrow Funds with the clerk of a court of competent jurisdiction in accordance with Clause 11 the City of Calgary, Alberta and shall interplead all of the parties to such effect; this Agreement. Upon so depositing the Escrow Funds and (b) details of such replacement including the account details of such replacement filing its pleadings, this Agreement shall terminate as to the Escrow Agent. 9.2 The (e) In the case of the appointment of a new Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to under this Agreement, the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the predecessor Escrow Agent shall transfer the Escrow Property Funds to the new Escrow Agent duly appointed and shall thereupon be released from further duties under this Agreement. (f) Upon its appointment, the new Escrow Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Agreement as Escrow Agent, without any further assurance, conveyance, act or deed and there shall be immediately executed, at the expense of Big Horn and EuroGas, all such replacement escrow agent. If by conveyances or other instruments as may, in the last day opinion of counsel, be necessary or advisable for the Successor Appointment Period purpose of assuring to the Escrow Agent has not received written notice that a replacement has been appointed full estate in the premises. (g) The Escrow Agent shall have no duties or liabilities except those which are expressly set forth in this Agreement. The Escrow Agent shall have no liability or responsibility arising under any agreement, including any agreement referred to in this Agreement, to which the Escrow Agent may at is not a party 11and shall not be bound by any time take notice of a claim or demand with respect thereto, or any steps waiver, modification, amendment, termination or rescission of this Agreement unless received by it deems appropriate to appoint in writing, signed by Big Horn and EuroGas and, if the same. 9.4 The resignation duties or indemnification of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”)herein are thereby affected, unless it shall have given its prior written consent thereto. 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 The Escrow Parties8.1. Subject to Clause 8.4, each of Parent, Issuer and the Trustee, acting jointlytogether, may at any time replace the Escrow Agent by giving: giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. Within thirty (30) calendar days of receipt of such notice and details, the Escrow Agent shall transfer the Escrow Amount to such replacement at the account details provided in accordance with this Clause 8.1. 9.2 The 8.2. Subject to Clause 8.4, the Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to each of Parent, Issuer and the Escrow Parties, such resignation to take effect in accordance with Clause 9.4Trustee. On receipt of a Resignation Notice from the Escrow Parties shallAgent, acting jointlyeach of Parent, Issuer and the Trustee shall appoint a replacement successor escrow agent as soon as practicable and in any event within sixty thirty (6030) calendar days of receipt (or deemed receipt) by them of a the Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.3 . Within five thirty (530) Business Days calendar days of receipt of written such notice and details in accordance with Clauses 9.1 or 9.2 details, the Escrow Agent shall transfer the Escrow Property Amount to such replacement escrow agentat the account details provided in accordance with this Clause 8.2. 8.3. If by thirty (30) calendar days after the last day date of the Successor Appointment Period deemed receipt of a Resignation Notice a successor escrow agent has not been appointed in accordance with Clause 8.2 above, the Escrow Agent has not received written notice may: (a) appoint a successor escrow agent itself and transfer all of the Escrow Amount to that successor escrow agent; or (b) petition a replacement has been appointed court of competent jurisdiction to appoint a successor escrow agent or otherwise direct the Escrow Agent may at in any time take any steps it deems appropriate way in relation to appoint the sameEscrow Amount. Upon its resignation, the Escrow Agent shall transfer the Escrow Amount to the successor escrow agent or to the court of competent jurisdiction or otherwise in accordance with the order of a court of competent jurisdiction. 9.4 8.4. The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant Amount to the successor escrow agent under Clause 9.3 8.1, 8.2 or 8.3, as applicable (such date being the “Resignation Date”). 9.5 From 8.5. Any costs (including any transfer or foreign exchange costs) incurred by the end Escrow Agent Pursuant to this Clause 8 shall be reimbursed to the Escrow Agent by Parent and Issuer. 8.6. On transfer of the Successor Appointment Period until the Resignation Date Escrow Amount in accordance with Clauses 8.1, 8.2 or 8.3 above, the Escrow Agent shall not be obliged to (but may, discharged from all further obligations arising in its absolute discretion) act in accordance connection with any Instructionthis Agreement.

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason by giving be removed on thirty (30) days written notice (a “Resignation Notice”) to such that effect signed by Exchange and delivered to the Escrow PartiesAgent and RBC. The Escrow Agent may resign as escrow agent and be discharged from all further duties and liabilities hereunder by giving to Exchange and RBC ninety (90) days prior written notice or such shorter notice as Exchange may accept as sufficient. Exchange will use its reasonable commercial efforts to ensure the appointment of a replacement escrow agent concurrently with the Escrow Agent being removed, resigning or if the Escrow Agent otherwise becomes incapable of acting as escrow agent hereunder. In the event of the Escrow Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, Exchange shall forthwith appoint a new Escrow Agent; failing such resignation appointment, the retiring Escrow Agent may at Exchange's expense apply to take effect a judge of the Court of Queen's Bench of Alberta on such notice as such judge may direct, for the appointment of a new Escrow Agent. Any new Escrow Agent appointed under any provision of this section 5.2 shall be a corporation authorized and qualified to carry on the business of a trust company in accordance with Clause 9.4the Province of Alberta and in every other jurisdiction where such authorization or qualification is necessary to enable it to act as Escrow Agent hereunder. On receipt of a Resignation Notice any new appointment, the new Escrow Parties Agent shall, acting jointlyto the extent permitted by law, appoint a replacement be vested with the same powers, rights, duties and responsibilities as soon if it had been originally named herein as practicable Escrow Agent, without any further assurance, conveyance, act or deed except the new Escrow Agent agrees following payment of all outstanding fees and in any event within sixty (60) days expenses owed to it under this Agreement to execute and deliver the Undertaking of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving Escrow Agent immediately following such appointment. The Escrow Agent covenants and agrees: (a) written notice in accordance with Clause 11 to such effectprovide to the new Escrow Agent any further assurances which the latter may reasonably require to evidence the foregoing provisions of this section 5.2; and and (b) details of such replacement including the details of such replacement to transfer to the new Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice Agent all assets relating to this Agreement and details in accordance records reasonably required by the new Escrow Agent relating to this Agreement. Any corporation into which the Escrow Agent may be merged or with Clauses 9.1 which it may be consolidated or 9.2 amalgamated, or any corporation resulting from any merger or consolidation or amalgamation to which the Escrow Agent shall transfer be a party, shall be the Escrow Property to such replacement escrow agent. If by the last day of the Successor Appointment Period the successor Escrow Agent has not received written notice that a replacement has been appointed under this Agreement without the Escrow Agent may at execution of any time take instrument or any steps it deems appropriate to appoint the samefurther act. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 (1) The Escrow Transaction Parties, acting jointlytogether, may at any time replace the Escrow Agent by giving: (a) delivering to the Escrow Agent written notice in accordance with Clause 11 signed by each Transaction Party to such effect; such notice to include the removal date and (b) the details of such replacement including the account details a successor escrow agent. Within thirty (30) calendar days of receipt of such replacement notice and details, the Escrow Agent shall execute and deliver such documents and take such action as may be reasonably necessary, in its opinion, to transfer to the successor escrow agent the Escrow Amount together with such records maintained by the Escrow Agent in connection with its duties hereunder and other information with respect to the Escrow AgentAmount as such successor may reasonably request (provided such information is not of a commercially sensitive nature). The successor escrow agent named in the notice and details shall be an internationally recognized bank which is not affiliated with any Transaction Party. 9.2 (2) The Escrow Agent may at any time resign and for any reason resign by giving written notice (a “Resignation Notice”) to such effect to the Escrow Transaction Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (53) Business Days of receipt of written notice and details in accordance with Clauses 9.1 Such resignation or 9.2 the Escrow Agent shall transfer the Escrow Property to such replacement escrow agent. If by the last day of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the same. 9.4 The resignation removal of the Escrow Agent will take effect on the earlier of: (a) the appointment of a successor escrow agent designated by the Transaction Parties in writing pursuant to this Clause 7 or by order of a court or arbitral tribunal of competent jurisdiction and the acceptance of such successor of such appointment; or (b) if no successor escrow agent shall have been appointed and/or the successor escrow agent shall not have accepted such appointment (i) in the case of resignation, thirty (30) calendar days after the date of the transfer delivery of the Escrow Property pursuant Agent's written notice of resignation to the Transaction Parties, or (ii) in the case of removal, upon confirmation by the Transaction Parties to the Escrow Agent of the appointment of an internationally recognised bank which is not affiliated with any Transaction Party to be the successor escrow agent, the acceptance by such bank of such appointment, and confirmation by the Account Bank in accordance with Clause 9.3 7(5). If 30 days after (i) in the case of resignation, delivery of the notice of resignation of the Escrow Agent or (ii) in the case of removal, the date designated for the Escrow Agent's removal, a successor escrow agent has not been appointed in accordance with the terms hereof, the Escrow Agent's sole responsibility shall be to safekeep the Escrow Amount until receipt of (w) notice of such date being an appointment, (x) a Certificate and Payment Instruction, Preliminary Closing Notice, Final Closing Notice and Readiness Notice or (y) a Termination Notice in accordance with the “Resignation Date”)terms hereunder or (z) a Final Adjudication Notice in accordance with Clause 5(3) hereof. 9.5 From (4) Notwithstanding the end foregoing, no resignation or removal of the Successor Appointment Period until the Resignation Date the Escrow Agent shall be effective until a successor escrow agent has acknowledged its appointment as such is provided in this Clause 7 hereof. (5) The Transaction Parties shall ensure that the appointment of a successor escrow agent is made on the terms of this Agreement and the Transaction Parties shall ensure such appointment shall be binding on all of the Parties. The appointment of a successor escrow agent shall be subject to confirmation by the Account Bank that such appointment will not be obliged to prevent timely performance by the Account Bank of its obligations under the Account Bank Agreement or any amendment thereto. (but may, in its absolute discretion6) act Upon written acknowledgement by a successor escrow agent appointed in accordance with this Clause 7 of its agreement to serve as escrow agent hereunder and the receipt of property then comprising the Escrow Amount, the Escrow Agent shall be fully released and relieved of all duties, responsibilities and obligations under this Agreement, subject to such liability as the Escrow Agent may have under Clause 6(3) for any Instructiongross negligence or wilful misconduct prior thereto, and such successor escrow agent shall for all purposes hereof be the Escrow Agent.

Replacement of Escrow Agent. 9.1 The Escrow Parties8.1 Party A and Party B, acting jointlytogether, may at any time replace the Escrow Agent by giving: giving (a) written notice in accordance with Clause 11 10 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. Within thirty (30) clear days of receipt of such notice and details, the Escrow Agent shall transfer the Escrow Amount to such replacement at the account details provided in accordance with this Clause 8.1. 9.2 The 8.2 Subject to Clause 8.3, the Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. Party A and Party B. On receipt of a Resignation Notice from the Escrow Parties shallAgent, acting jointly, Party A and Party B shall appoint a replacement successor escrow agent as soon as practicable and in any event within sixty thirty (6030) clear days of receipt (or deemed receipt) by them of a the Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 10 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.3 . Within five thirty (530) Business Days clear days of receipt of written such notice and details in accordance with Clauses 9.1 or 9.2 details, the Escrow Agent shall transfer the Escrow Property Account Assets to such replacement escrow agent. If by at the last day of the Successor Appointment Period account details provided in accordance with this Clause 8.2. 8.3 Where a Payment Instruction is delivered to the Escrow Agent has not received written notice that a replacement has been appointed in accordance with Clause 5.1(a), the Escrow Agent may at any time take any steps it deems appropriate shall not be entitled to serve a Resignation Notice until each relevant payment is made pursuant to such Payment Instruction. 8.4 If thirty (30) clear days after the date of deemed receipt of a Resignation Notice a successor escrow agent has not been appointed in accordance with Clause 8.2 above, the Escrow Agent may: (a) appoint a successor escrow agent itself and transfer all of the Escrow Amount to that successor escrow agent; or (b) petition a court of competent jurisdiction to appoint a successor escrow agent or otherwise direct the sameEscrow Agent in any way in relation to the Escrow Amount. 9.4 8.5 The resignation of the Escrow Agent will take effect on the earliest of: (a) the date of the transfer of the Escrow Property Amount to the successor escrow agent under Clause 8.1; (b) the date of the appointment of a successor escrow agent under Clauses 8.1, 8.2 or 8.4; (c) the date of an order of a court of competent jurisdiction under Clause 8.4(b) above; or (d) the day which is thirty (30) days after the date on which Party A and Party B are deemed to have received the Escrow Agent’s Resignation Notice pursuant to Clause 9.3 10, (such date being the “Resignation Date”). 9.5 8.6 From the end of the Successor Appointment Period date that a Resignation Notice is given, until the Resignation Date Date, the Escrow Agent’s sole responsibility is to safekeep the Account Assets and the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act release amounts in accordance with a Payment Instruction delivered in accordance with Clause 5.1(a). Upon its resignation, the Escrow Agent shall transfer the Account Assets to the successor escrow agent in accordance with Clause 8.1, 8.2 or (as the case may be) 8.4(a), or to the court of competent jurisdiction or otherwise in accordance with the order of a court of competent jurisdiction. 8.7 Any costs (including any Instructiontransfer or foreign exchange costs) shall be for the account of Party A and the Escrow Agent shall be entitled to deduct the same from the Account Assets prior to the transfer thereof or take such other steps having equivalent (but not greater) effect. 8.8 On transfer of the Account Assets in accordance with Clauses 8.1, 8.2 or 8.4 above, the Escrow Agent shall be discharged from all further obligations arising in connection with this Agreement.

Replacement of Escrow Agent. 9.1 (a) The Escrow Parties, acting jointly, Agent may resign and be discharged from all further duties under this Agreement by giving ninety (90) days' notice of its resignation in writing to each of LPBP and Hemosol. (b) LPBP and Hemosol may at any time replace on ten (10) Business Days' joint written notice remove the Escrow Agent by giving: and appoint a new escrow agent. (ac) written In the event of the Escrow Agent resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting under this Agreement, LPBP and Hemosol shall forthwith jointly appoint a new Escrow Agent and any Escrow Agent so appointed shall be subject to resignation or removal in the same manner as was the original Escrow Agent. (d) In the event that a successor Escrow Agent has not been appointed at the time the Escrow Agent is removed or the time the notice period for the Escrow Agent's resignation expires, as the case may be, the Escrow Agent shall deposit the Escrowed Funds with the clerk of a court of competent jurisdiction in accordance with Clause 11 Ontario and shall interplead all of the parties to such effect; this Agreement. Upon so depositing the Escrowed Funds and (b) details of such replacement including the account details of such replacement filing its pleadings, this Agreement shall terminate as to the Escrow Agent. 9.2 The (e) Upon receipt of joint written notice from LPBP and Hemosol in the case of the appointment of a new Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to under this Agreement, the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the predecessor Escrow Agent shall transfer the Escrowed Funds to the new Escrow Property Agent duly appointed and shall thereupon be released from further duties under this Agreement. (f) Upon its appointment, the new Escrow Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Agreement as Escrow Agent, without any further assurance, conveyance, act or deed and there shall be immediately executed, at the expense of LPBP and Hemosol (each bearing such expense equally), all such conveyances or other instruments as may, in the opinion of counsel to such replacement escrow agent. If by the last day new Escrow Agent and the Parties, be necessary or advisable for the purpose of the Successor Appointment Period assuring to the Escrow Agent has not received written notice that a replacement has been appointed full estate in the Escrow Agent may at any time take any steps it deems appropriate to appoint the samepremises. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 (a) The Escrow PartiesAgent may resign its duties and obligations hereunder by giving to Buyer and Seller written notice to that effect, but its resignation shall not become effective until a successor escrow agent shall have been appointed by mutual agreement, in writing, by Buyer and Seller. In the event the Escrow Agent is dissolved, becomes bankrupt or is otherwise incapable of acting jointlyhereunder, may Buyer and Seller shall within 10 business days of the occurrence of the event which renders the Escrow Agent incapable of performing hereunder, by mutual consent, appoint a new escrow agent. The Escrow Agent shall, upon receipt of joint written instructions from Buyer and Seller, deliver the Escrow Fund to any such successor escrow agent. In the event Buyer and Seller are unable to agree upon a successor escrow agent within 10 business days after receipt of the Escrow Agent's written resignation or within 10 business days after the occurrence of the event which renders the Escrow Agent incapable of performing hereunder, the Escrow Agent shall have the right to petition a court of competent jurisdiction for the appointment of a successor escrow agent. (b) Buyer and Seller shall have the power at any time replace by mutual consent to remove the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details notice. Such removal shall take effect upon delivery of such replacement including the account details of such replacement to the Escrow Agent. 9.2 Fund to a successor escrow agent designated in joint written instructions signed by Buyer and Seller. The Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to shall deliver the Escrow Parties, Fund without unreasonable delay after receiving the designation of such resignation to take effect in accordance with Clause 9.4. On receipt successor escrow agent. (c) Upon the appointment of a Resignation Notice successor escrow agent pursuant to this Section 9, the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or successor escrow agent shall be deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 be the Escrow Agent shall transfer the Escrow Property to such replacement escrow agent. If by the last day for all purposes of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the samethis Agreement. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 The (a) At any time during the term of this Escrow PartiesAgreement, acting jointlyEscrow Agent may resign and be discharged of the obligations created by this Escrow Agreement by executing and delivering to Purchaser and Sellers' Representative, at least forty-five (45) days' advance written notice of its resignation as Escrow Agent and specifying the date when such resignation is to take effect. Any resignation of Escrow Agent shall not become effective until the earlier to occur of (a) acceptance of appointment by the successor Escrow Agent, or (b) 90 days after Escrow Agent's notice of resignation. (b) Escrow Agent may be removed at any time replace the by Purchaser or Sellers' Representative by a written notice executed by one party to Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason by giving written notice (other party, whereupon a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the successor Escrow Agent shall transfer be appointed pursuant to subparagraph (d) below. (c) If Escrow Agent shall otherwise be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body or agency because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Property Agent, and a successor shall be appointed pursuant to such replacement escrow agent. If by subparagraph (d) below. (d) In the last day event of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the same. 9.4 The removal or resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 subparagraphs (such date being a), (b) or (c) above, Purchaser and the “Resignation Date”)Sellers' Representative shall endeavor in good faith to agree upon a successor Escrow Agent to be appointed by written instrument, one copy of which instrument shall be delivered to the predecessor Escrow Agent, the successor Escrow Agent, Purchaser and Sellers' Representative. 9.5 From (e) Upon the end acceptance of appointment by the Successor Appointment Period until successor Escrow Agent, the Resignation Date the predecessor Escrow Agent shall be compensated by Purchaser for any remaining reasonable out-of-pocket expenses for which it has not been previously reimbursed, but shall not thereafter be obliged entitled to any further reimbursement or compensation for its former duties as Escrow Agent hereunder. (but mayf) Any successor Escrow Agent appointed hereunder shall execute, in acknowledge and deliver to Purchaser and Sellers' Representative an instrument accepting such appointment hereunder, and thereupon such successor Escrow Agent, without any further act shall become duly vested with all of the property, rights, powers, trusts, duties and obligations of its absolute discretion) act in accordance predecessor hereunder, with any Instructionthe same effect as if originally named Escrow Agent.

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at At any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to during the term of this Escrow PartiesAgreement, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the Escrow Agent shall transfer the Escrow Property to such replacement escrow agent. If by the last day of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may resign and be discharged of the obligations created by this Escrow Agreement by executing and delivering to the Borrower and the Lender, at any time least forty-five (45) days’ advance written notice of its resignation as Escrow Agent and specifying the date when such resignation is to take any steps it deems appropriate to appoint the same. 9.4 The effect. Any resignation of the Escrow Agent will take effect on shall not become effective until the date earlier to occur of (a) acceptance of appointment by the successor Escrow Agent or (b) 90 days after the Escrow Agent’s notice of resignation. (b) The Escrow Agent may be removed at any time by the joint action of the transfer of Borrower and the Lender in a written notice executed by the parties, whereupon a successor Escrow Property Agent shall be appointed pursuant to Clause 9.3 subparagraph (such date being the “Resignation Date”)d) below. 9.5 From the end of the Successor Appointment Period until the Resignation Date (c) If the Escrow Agent shall otherwise be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body or agency because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of the Escrow Agent, and a successor shall be appointed pursuant to subparagraph (d) below. (d) In the event of the removal or resignation of the Escrow Agent pursuant to subparagraphs (a), (b) or (c) above, the Borrower and the Lender shall endeavor in good faith to agree upon a successor Escrow Agent to be appointed by written instrument, one copy of which instrument shall be delivered to the predecessor Escrow Agent, the successor Escrow Agent, the Borrower and the Lender. (e) Upon the acceptance of appointment by the successor Escrow Agent, except as provided in paragraph 4, the predecessor Escrow Agent shall be compensated by the Borrower for any remaining reasonable out-of-pocket expenses for which it has not been previously reimbursed, but shall not thereafter be obliged entitled to any further reimbursement or compensation for its former duties as Escrow Agent hereunder. (but mayf) Any successor Escrow Agent appointed hereunder shall execute, in acknowledge and deliver to the Borrower and the Lender an instrument accepting such appointment hereunder, and thereupon such successor Escrow Agent, without any further act shall become duly vested with all of the property, rights, powers, trusts, duties and obligations of its absolute discretion) act in accordance predecessor hereunder, with any Instructionthe same effect as if originally named Escrow Agent.

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason its duties and obligations hereunder by giving to the Stockholder Representative and Parent written notice (to that effect, but its resignation shall not become effective until a “Resignation Notice”) to such effect to successor escrow agent shall have been appointed by mutual written agreement of the Stockholder Representative and Parent. In the event the Escrow Parties, such resignation to take effect Agent resigns in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shallthis Section 10(a), acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement to the Escrow Agent. 9.3 Within five (5) Business Days of receipt of written notice and details in accordance with Clauses 9.1 or 9.2 the Escrow Agent shall transfer be entitled to retain all fees theretofore paid to it pursuant to this Agreement. In the event the Escrow Property to such replacement Agent is dissolved, becomes bankrupt or is otherwise incapable of performing its duties and obligations hereunder, the Stockholder Representative and Parent shall, within 10 business days of the occurrence of the event which renders the Escrow Agent incapable of performing hereunder, by mutual consent, appoint a successor escrow agent. If by The Escrow Agent shall, upon receipt of joint written instructions from the last day Stockholder Representative and Parent, deliver all then remaining Escrowed Shares held hereunder to any such successor escrow agent. In the event the Stockholder Representative and Parent are unable to agree upon a successor escrow agent within 10 business days after receipt of the Successor Appointment Period Escrow Agent’s written resignation or within 10 business days after the occurrence of the event which renders the Escrow Agent has not received written notice that a replacement has been appointed incapable of performing hereunder, the Escrow Agent may at any time take any steps it deems appropriate shall select a bank, financial institution, trust company or financial services company reasonably acceptable to appoint the same. 9.4 The resignation Stockholder Representative and Parent as successor escrow agent and deliver all then remaining Escrowed Shares held hereunder to such successor escrow agent. Upon the appointment of a successor escrow agent in accordance with the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant terms hereof, such successor escrow agent shall thereafter be deemed to Clause 9.3 (such date being be the “Resignation Date”). 9.5 From Escrow Agent” for all purposes under this Agreement. Notwithstanding anything to the end of the Successor Appointment Period until the Resignation Date contrary set forth in this Agreement, the Escrow Agent shall not be obliged have any duty to act, nor any liability for failing to act, after giving notice of resignation, except only that the Escrow Agent shall comply with its obligations to deliver the Escrowed Shares held hereunder to a successor escrow agent as described herein. (but may, b) The Stockholder Representative and Parent shall have the power at any time by mutual written consent to remove the Escrow Agent (with or without cause) by written notice. Such removal shall take effect upon delivery of the Escrowed Shares held hereunder to a successor escrow agent designated in its absolute discretion) act in accordance with any Instructionjoint written instructions signed by the Stockholder Representative and Parent. The Escrow Agent shall deliver all of the Escrowed Shares held hereunder to the successor escrow agent without unreasonable delay after receiving the designation of such successor escrow agent.

Replacement of Escrow Agent. 9.1 8.1 The Escrow Parties, acting jointlytogether, may at any time replace the Escrow Agent by giving: (a) written notice in accordance with Clause 11 10 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.2 8.2 The Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, shall appoint a replacement as soon as practicable and in any event within sixty (60) 30 days of receipt (or deemed receipt) by either of them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving and shall give: (a) written notice in accordance with Clause 11 10 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.3 8.3 Within five thirty (530) Business Days days of receipt of written notice and details in accordance with Clauses 9.1 8.1 or 9.2 8.2 the Escrow Agent shall transfer the Escrow Property Amount to such replacement escrow agent. If by the last day of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the samesame on substantively the same terms as this Agreement. 9.4 8.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property Amount pursuant to Clause 9.3 8.3 (such date being the “Resignation Date”). 9.5 8.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any an Instruction.

Replacement of Escrow Agent. 9.1 8.1 The Escrow Seller and the Buyer Parties, acting jointlytogether, may at any time replace the Escrow Agent by giving: giving (a) written notice in accordance with Clause 11 to such effect; , and (b) details of such replacement including the account details of such replacement to the Escrow Agent. Within 30 days of receipt of such notice and details, the Escrow Agent shall transfer the Escrow Amount to such replacement at the account details provided in accordance with this Clause 8.1. 9.2 8.2 The Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to the Escrow Seller and the Buyer Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice from the Escrow Agent, the Seller and the Buyer Parties shall, acting jointly, shall appoint a replacement successor escrow agent as soon as practicable reasonably possible and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (shall provide the “Successor Appointment Period”) by giving (a) written notice in accordance Escrow Agent with Clause 11 to such effect; and (b) details of such replacement including the account details of such replacement to the Escrow Agent. 9.3 . Within five thirty (530) Business Days clear days of receipt of written such notice and details in accordance with Clauses 9.1 or 9.2 details, the Escrow Agent shall transfer the Escrow Property Amount to such replacement escrow agent. at the account details provided in accordance with this Clause 8.2. 8.3 If by the last day 30 days after delivery of the Successor Appointment Period the a Resignation Notice a successor Escrow Agent has not received written notice that a replacement has been appointed in accordance with Clause 8.2 above, the Escrow Agent may at any time take any steps it deems appropriate may: (a) appoint a successor Escrow Agent itself and pay all of the Escrow Amount to that successor escrow agent; or (b) petition a court of competent jurisdiction to appoint a successor escrow agent or otherwise direct the sameEscrow Agent in any way in relation to the Escrow Amount. 9.4 8.4 The resignation of the Escrow Agent will take effect on the earlier of: (a) the date of the transfer of the Escrow Property pursuant Amount to the successor escrow agent under Clause 9.3 8.1 (Replacement of Escrow Agent); (b) the date of the appointment of a successor escrow agent under Clause 8.2 or 8.3 above; or (c) the date of an order of a court of competent jurisdiction under Clause 8.3(b) above; (such date being the “Resignation Date”). 9.5 8.5 From the end date of receipt of a notice under Clause 8.1 or the date of the Successor Appointment Period until issuance of a Resignation Notice under Clause 8.2 up to the Resignation Date Date, the Escrow Agent’s sole responsibility is to safekeep the Escrow Amount and the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act release amounts in accordance with a Payment Instruction delivered in accordance with Clause 5.1 (Operating/Release Procedure). Upon its resignation, the Escrow Agent shall transfer the Escrow Amount to the successor escrow agent or to the court of competent jurisdiction or otherwise in accordance with the order of a court of competent jurisdiction. 8.6 Any costs (including any Instructiontransfer or foreign exchange costs) shall be for the account of the Seller and the Buyer Parties and the Escrow Agent shall be entitled to deduct the same from the Escrow Amount prior to the transfer thereof or take such other steps having equivalent (but not greater) effect. 8.7 On transfer of the Escrow Amount in accordance with Clause 8.1 or Clause 8.2 or Clause 8.3 above, the Escrow Agent shall be discharged from all further obligations arising in connection with this Agreement.

Replacement of Escrow Agent. 9.1 The Escrow Parties, acting jointly, may at any time replace the Escrow Agent by giving: (a) Escrow Agent nay resign and be discharged of the obligation created by this Escrow Agreement by executing and delivering to Landlord and Tenant a notice of its resignation as Escrow Agent and specifying the date when such resignation is expected to take effect. Upon receiving such notice of resignation, Tenant shall appoint a successor Escrow Agent; provided, however, that the successor Escrow Agent must be a federally insured financial institution and provided further that Tenant shall receive the prior written notice in accordance with Clause 11 to such effect; and (b) details consent of such replacement including Landlord, which consent shall not be unreasonably withheld. Any resignation of Escrow Agent shall become effective upon acceptance of appointment by the account details of such replacement to the successor Escrow Agent. 9.2 The Escrow Agent may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to the Escrow Parties, such resignation to take effect in accordance with Clause 9.4. On receipt of a Resignation Notice the Escrow Parties shall, acting jointly, appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder (the “Successor Appointment Period”) by giving (a) written notice in accordance with Clause 11 to such effect; and (b) details If Escrow Agent shall be dissolved or if its property or affairs shall be taken under the control of such replacement including the details any state or federal court or administrative body or agency because of such replacement insolvency or bankruptcy or for any other reason, a successor shall be appointed by Tenant as set forth in subparagraph 6(a). (c) Notwithstanding anything to the Escrow Agent. 9.3 Within contrary contained herein, Tenant shall have the right, upon five (5) Business Days of receipt of days prior written notice to Escrow Agent, to discharge Escrow Agent from its obligations hereunder and details in accordance appoint a successor Escrow Agent; provided, that the successor Escrow Agent must be a federally insured financial institution and provided further that Tenant shall receive the prior written consent of Landlord, which consent shall not be unreasonably withheld. (d) Any successor Escrow Agent appointed pursuant to this Escrow Agreement shall execute, acknowledge and deliver to Landlord and Tenant an instrument accepting such appointment hereunder, and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become duly vested with Clauses 9.1 or 9.2 all of the property, rights, powers, trust, duties and obligations of its predecessor hereunder, with the same effect as if originally named Escrow Agent and upon notice thereof, the predecessor Escrow Agent shall transfer immediately pay over or deliver to the successor Escrow Agent the Escrow Property Funds and all records with respect thereto then held by it. Upon request of such successor Escrow Agent, the predecessor Escrow Agent, Landlord and Tenant shall execute and deliver an instrument confirming the transfer to such replacement escrow agent. If by successor Escrow Agent all the last day property, rights, powers and trusts of the Successor Appointment Period the predecessor Escrow Agent has not received written notice that a replacement has been appointed the Escrow Agent may at any time take any steps it deems appropriate to appoint the sameAgent. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged to (but may, in its absolute discretion) act in accordance with any Instruction.

Replacement of Escrow Agent. 9.1 (a) The Escrow Parties, acting jointly, Agent may resign and be discharged from all further duties under this Escrow Agreement by giving at least sixty (60) days' prior notice of its resignation in writing to each of SAB and the Shareholder Representative. (b) SAB and the Shareholder Representative may at any time replace the Escrow Agent by giving: on at least ten (a10) written days' prior notice in accordance with Clause 11 to such effect; writing, signed jointly by the Authorized Person from each of SAB and (b) details of such replacement including the account details of such replacement to Shareholder Representative, remove the Escrow Agent. 9.2 The (c) Notwithstanding any contrary provisions herein, if the Escrow Agent has been dissolved, has become bankrupt, has gone into liquidation or has otherwise become incapable of performing its duties under this Escrow Agreement, SAB and the Shareholder Representative may at any time resign for any reason by giving written notice (a “Resignation Notice”) to such effect to forthwith jointly remove the Escrow Parties, such Agent without any notice. (d) In the event of the resignation to take effect in accordance with Clause 9.4. On receipt or removal of a Resignation Notice the Escrow Parties shallAgent according to this Escrow Agreement, acting jointly, SAB and the Shareholder Representative shall jointly appoint a replacement as soon as practicable and in any event within sixty (60) days of receipt (or deemed receipt) by them of a Resignation Notice hereunder new escrow agent (the “Successor Appointment PeriodEscrow Agent”) by giving (a) written and shall give notice in accordance with Clause 11 to such effect; and (b) details of such replacement including the details of such replacement appointment to the Escrow Agent within twenty (20) days of the resignation or removal of the Escrow Agent. If SAB and the Shareholder Representative fail to appoint a Successor Escrow Agent within ten (10) days of the resignation or removal of the Escrow Agent, the Escrow Agent shall apply to a court of competent jurisdiction for the appointment of a Successor Escrow Agent and notify SAB and the Shareholder Representative in writing immediately. 9.3 Within five (5e) Business Days Any corporation into which the Escrow Agent has merged or with which it has been amalgamated, or any corporation resulting from any merger or amalgamation to which the Escrow Agent is a party, or any corporation to which all or substantially all of receipt the corporate trust business of written notice and details the Escrow Agent has been transferred, shall be the Successor Escrow Agent under this Escrow Agreement, without the execution or filing of any instrument or the performance of any further act. (f) Any Successor Escrow Agent appointed under any provision of this Section 4.5 shall be a corporation authorized to carry on the business of a trust company in accordance with Clauses 9.1 or 9.2 the State of Florida. (g) Upon the appointment of the Successor Escrow Agent under this Escrow Agreement, the Escrow Agent shall transfer the Escrow Property Fund to such replacement escrow agent. If by the last day of the Successor Appointment Period the Escrow Agent has not received written notice that a replacement has been appointed the and shall thereupon be released from further duties under this Escrow Agent may at any time take any steps it deems appropriate to appoint the sameAgreement. 9.4 The resignation of the Escrow Agent will take effect on the date of the transfer of the Escrow Property pursuant to Clause 9.3 (such date being the “Resignation Date”). 9.5 From the end of h) Upon its appointment, the Successor Appointment Period until the Resignation Date the Escrow Agent shall not be obliged vested with the same powers, rights, duties and responsibilities and shall be subject to (but and bound by the terms of this Escrow Agreement as if it had been originally named in this Escrow Agreement as Escrow Agent, with any further assurance, conveyance, act or deed being immediately executed, at the expense of SAB and BB in the proportions set forth in Section 4.2 herein as may, in its absolute discretion) act in accordance with any Instructionthe opinion of counsel to the Successor Agent, acting reasonably, be necessary or advisable for the purpose of transferring the Escrow Fund to the Successor Escrow Agent.