Common use of Resignation of Escrow Agent Clause in Contracts

Resignation of Escrow Agent. If the Escrow Agent wishes to resign as escrow agent under this Agreement, the Escrow Agent must give notice in writing to the Company. The resignation of the Escrow Agent shall be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute.

Resignation of Escrow Agent. If The Escrow Agent may resign from the performance of its duties hereunder at any time by giving thirty (30) days’ prior written notice to the Purchaser and the Seller or may be removed, with or without cause, by the Purchaser and the Seller, acting jointly, at any time by the giving of ten (10) days’ prior written notice to the Escrow Agent wishes to resign as Agent. Such resignation or removal shall take effect upon the appointment of a successor escrow agent under this Agreementas provided herein. Upon any such notice of resignation or removal, the Purchaser and the Seller, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1 billion, unless otherwise agreed by the Purchaser and the Seller. In the event the Purchaser and the Seller shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent must give notice in writing to the Company. The resignation of may deposit the Escrow Agent Fund into the registry of a court of competent jurisdiction and shall thereupon be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to discharged from all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed further duties as Escrow Agent under this Agreement. IfUpon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, at any timesuch successor escrow agent shall thereupon succeed to and become vested with all the rights, a dispute arises between any powers, privileges and duties of the Companyretiring Escrow Agent, the Shareholders and the retiring Escrow Agent as to the proper interpretation of shall be discharged from its duties and obligations under this Agreement, the but shall not be discharged from any liability for actions taken as Escrow Agent will hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be at liberty to deliver any Purchase Funds then held taken by it in escrow while it was Escrow Agent under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeAgreement.

Resignation of Escrow Agent. If The Escrow Agent may resign from the performance of its duties hereunder at any time by giving twenty (20) Business Days’ prior written notice to the Sellers and the Purchaser or may be removed, with or without cause, by the Sellers and the Purchaser, acting jointly, at any time by the giving of seven (7) Business Days’ prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the appointment of a successor Escrow Agent as provided herein. Upon any such notice of resignation or removal, the Sellers and the Purchaser mutually shall agree upon and appoint a successor Escrow Agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1,000,000,000, unless waived by the Sellers and the Purchaser, which shall agree in writing to be bound by the terms of this Deposit Escrow Agreement. Upon the acceptance in writing of any appointment as the Escrow Agent wishes to resign as escrow agent under this Agreementhereunder by a successor Escrow Agent, the such successor Escrow Agent must give notice in writing shall thereupon succeed to and become vested with all the Company. The resignation rights, powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be effective discharged from its duties and the obligations under this Deposit Escrow Agent Agreement, but shall cease to not be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date discharged from any liability for actions taken as the Escrow Agent are the Company may agree upon (the “Resignation Date”)hereunder prior to such succession. Following receipt of the notice referred to in subsection 5.1 and before the Resignation DateAfter any retiring Escrow Agent’s resignation or removal, the Company will provide the provisions of this Deposit Escrow Agent with written instructions Agreement shall inure to deliver its benefit as to any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, actions taken or omitted to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of taken by it while it was the Escrow Agent under this Deposit Escrow Agreement, . If the Sellers and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, Purchaser are unable to agree upon a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreementsuccessor escrow agent, the Escrow Agent will be at liberty may apply to deliver any Purchase Funds then held a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including attorneys’ fees and expenses) incurred by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeproceeding shall be paid 50% by the Sellers and 50% by the Purchaser.

Resignation of Escrow Agent. If The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Fund, or immediately upon written notice to comply with any law or regulation with which the Escrow Agent wishes must comply. The Fund may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to resign as the Escrow Agent. Upon such notice, a successor escrow agent under this Agreementshall be appointed by the Fund who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Fund is unable to appoint a successor escrow agent within thirty (30) days after a notice of resignation or removal, the Escrow Agent must give notice may, in writing its sole discretion, transfer the Escrow Funds to the CompanyFund at the account provided for in Schedule 1, or may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Fund. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent. Upon its resignation and delivery of the Escrow Funds as set forth in this Section 8, the Escrow Agent shall be effective discharged of and from any and all further obligations arising in connection with the Escrow Funds or this Agreement, provided however, the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior entitled to the Resignation Date. If retain the Escrow Agent does not receive the instructions referred to rights set forth in subsection 5.3 on or before the Resignation DateSections 7, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar 9 and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions 10 of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute.

Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days advance notice in writing of such resignation to each of the Buyer and the Sellers’ Representative specifying the date on which such resignation will take effect. If the Escrow Agent wishes Buyer and the Sellers’ Representative have failed to resign as appoint a successor escrow agent under this Agreementprior to the expiration of the thirty (30) calendar days following their receipt of the notice of resignation, the Escrow Agent must give may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment will be binding upon all of the parties to this Agreement. The Escrow Agent’s sole responsibility after such thirty (30) day notice period expires will be to hold the Escrow Fund (without any obligation to reinvest the same), and to deliver the same to a designated substitute escrow agent, if any, or in writing accordance with the directions of a final order or judgment of a court of competent jurisdiction, at which time of delivery the Escrow Agent’s obligations under this Agreement will cease and terminate, subject to the Companyprovisions of Sections 7 and 8(a). The resignation of the Escrow Agent shall be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar withhold an amount equal to any amount due and transfer agent for the Company (if such person is not owing to the Escrow Agent) as the person to replace , plus any reasonable out-of-pocket costs and expenses the Escrow Agent and the Company shall instruct reasonably believes may be incurred by the Escrow Agent in connection with the termination of its designation prior to the Resignation Date. If the Escrow Agent does not receive Agreement. In the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver event of any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not withholding by the Escrow Agent) , the Buyer will reimburse the Sellers, in accordance with instructions to hold such documents on the terms and conditions of this Agreement. The effect their respective Seller Percentages, for 50% of the delivery of any Purchase Funds then held amount so withheld, unless the amount so withheld was withdrawn from an Agreed Amount in escrow to a third party or which case the registrar and transfer agent Sellers’ Representative, on behalf of the Company under subsection 5.3 or 5.4 Sellers, will be to appoint reimburse the third party or Buyer for any amount so withheld from the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights Agreed Amount in excess of 50% of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and total amount due to the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeAgent.

Resignation of Escrow Agent. If the Escrow Agent wishes at any time, in its sole discretion, deems it necessary or advisable to resign as escrow the Escrow Agent hereunder, it may do so by giving prior written notice of such event to Coronation, Supreme and Xxxxx Xxxxxx and thereafter delivering the Escrow Shares to any other agent under this Agreementdesignated by Coronation and Xxxxx Xxxxxx as communicated to the Escrow Agent in writing, and if no such agent shall be designated by Coronation and Xxxxx Xxxxxx within 60 calendar days of such written notice, then the Escrow Agent may do so by delivering the Escrow Shares either (a) to any bank or trust located in the State of Nevada which is willing to act as Escrow Agent hereunder in its place (provided that the fees charged by such bank or trust company are not in excess of the fees charged by the Escrow Agent for its services hereunder) or (b) if no such bank or trust company can be retained within a reasonable period after such 60 calendar day period after the delivery by the Escrow Agent of its written notice, then the Escrow Agent shall seek the appointment of its successor as prescribed by the clerk or other proper officer of a court of competent jurisdiction located within the State of Nevada to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Coronation and Xxxxx Xxxxxx or pursuant to the clause above or otherwise, is hereinafter referred to as the "Successor Agent"). The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection with such proceeding for the appointment of a Successor Agent shall be paid by Coronation. Coronation and Xxxxx Xxxxxx may, at any time after the date hereof, upon 30 calendar days prior written notice to the Escrow Agent, appoint a Successor Agent for the resignation or removal of the Escrow Agent, whereupon the Escrow Agent shall deliver the Escrow Shares to such Successor Agent, as provided below. The reasonable fees of any Successor Agent shall be borne by Coronation. Upon receipt of the identity of the Successor Agent, the Escrow Agent must give notice in writing shall deliver the Escrow Shares then held hereunder to the CompanySuccessor Agent. The resignation Upon delivery of the Escrow Shares to the Successor Agent, (i) the Escrow Agent shall be effective discharged from any and all responsibility or liability with respect to the Escrow Shares (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify thereafter become the Escrow Agent for all fees, charges and expenses purposes of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputethis Agreement.

Resignation of Escrow Agent. If The Escrow Agent may resign at any time by giving 30 days’ prior written notice to PESI and Homeland, provided that the Escrow Agent wishes shall continue to resign serve as escrow agent under hereunder until (i) a successor escrow agent accepts the Escrow Amount and assumes the Escrow Agent’s obligations hereunder, or (ii) the Escrow Agent deposits such funds with a court of competent jurisdiction as set forth in this Section 9. PESI may, in a written notice delivered to Homeland and the Escrow Agent, appoint a successor escrow agent; provided, however, such successor escrow agent shall be subject to the reasonable approval of Homeland and be a bank with capital and surplus and undivided profits of more than $100,000,000. Any successor escrow agent shall execute and deliver an instrument accepting the appointment as escrow agent hereunder and thereupon will have the same rights and duties as the original Escrow Agent and be governed by the terms and conditions set forth in this Agreement. If no successor escrow agent is named by PESI, within forty days of the Escrow Agent serving such notice of resignation upon PESI and Homeland, the Escrow Agent must give notice may deposit all property held under this Agreement into the registry of any court of competent jurisdiction and notify PESI and Homeland in writing to the Company. The resignation of the Escrow Agent shall be effective such deposit and the Escrow Agent shall cease to thereupon be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to discharged from all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the shall have no further duties or responsibilities in connection herewith. The Escrow Agent for all fees, charges and expenses shall have no duty to designate or seek the appointment of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputesuccessor escrow agent.

Resignation of Escrow Agent. (a) If the Escrow Agent wishes to resign as escrow agent under this Agreementin respect of the Escrow Shares, the Escrow Agent must shall give notice to the Issuer; (b) if the Issuer wishes the Escrow Agent to resign as escrow agent in respect of the Escrow Shares, the Issuer shall give notice to the Escrow Agent; (c) a notice referred to in subsection (1) or (2) shall be in writing and delivered to: (i) the Issuer at its address appearing on the cover page of this Agreement; or (ii) the Escrow Agent at its address appearing on the cover page of this Agreement; and the notice shall be deemed to have been received on the date of delivery. The Issuer or the Escrow Agent may change its address for notice by giving notice to the Companyother party in accordance with this subsection. The (d) a copy of a notice referred to in subsection (a) or (b) shall concurrently be delivered to the Executive Director or the Exchange; (e) the resignation of the Escrow Agent shall be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 180 days after the date of receipt of the notice referred to in subsection 5.1 (a) r (b) or on such other date as the Escrow Agent are and the Company Issuer may agree upon (the “Resignation Date”"resignation date"). Following receipt ; (f) the Issuer shall, before the resignation date and with the written consent of the notice referred Executive Director or the Exchange, appoint another escrow agent and that appointment shall be binding on the Issuer and the Principals. 12. Entire Agreement This Agreement supersedes and replaces all other escrow agreements applying to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held Shares required by securities regulators and all such Agreements are terminated and of no further force and effect from the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions reference date of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute13.

Resignation of Escrow Agent. Escrow Agent may resign by giving thirty days prior written notice to Regent and Acquiror; and thereafter, subject to the right of Escrow Agent to be paid its reasonable fees for services and to be compensated for its proper expenses and costs, the resignation of Escrow Agent shall become effective and it shall deliver any remaining money held by it in connection therewith upon the joint written order of the parties hereto, and, upon the delivery of such money against the written receipt thereof by the party so designated, Escrow Agent shall be fully released and acquitted of any further obligation and responsibility under the Escrow Agreement. Within 30 days after receiving such notice, Acquiror and Regent jointly will appoint a successor escrow agent to which Escrow Agent may distribute the property then held hereunder, less Escrow Agent's accrued fees and reasonable costs and expenses. Escrow Agent hereby agrees to use commercially reasonable efforts to comply with the issuing bank's conditions for transfer of the Letter of Credit to a successor escrow agent. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such 30-day period, Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and Acquiror and Regent will pay the reasonable costs, expenses and attorneys' fees which are incurred in connection with such proceeding. Notwithstanding the above, if a transfer of the Letter of Credit is prohibited by its terms, or if the Letter of Credit does not expressly permit a subsequent holder to draw on such Letter of Credit, then Escrow Agent shall not deliver the Letter of Credit to the clerk for any such court, but instead either (i) Acquiror shall arrange for the replacement of such Letter of Credit with another Letter of Credit permitting such transfer and permitting the subsequent holder to draw on the replacement Letter of Credit in accordance with the terms hereof and as specified in the replacement Letter of Credit (which shall be on the same terms and conditions contained in the Letter of Credit), in which event the Escrow Agent wishes to resign as escrow agent under this Agreementmay deposit such replacement Letter of Credit with the clerk of any such court, the Escrow Agent must give notice in writing to the Company. The resignation of or (ii) the Escrow Agent shall be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or draw on such other date as non-transferable Letter of Credit and deliver the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior proceeds to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if clerk of such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputecourt.

Resignation of Escrow Agent. If the Any Escrow Agent wishes (the "Resigning Escrow Agent") may at any time, upon not less than 30 days' prior written notice (the "Resignation Notice") to resign as escrow agent Buyer and Holding Companies, resign, and be discharged of all of its duties under this Agreement, such notice to specify the date when such resignation shall occur (the "Resignation Date"). Upon receipt of the Resignation Notice, Buyer and Holding Companies shall confer in good faith and, having due regard to the proposed successor's experience, ability and fees, shall 3. appoint a successor to the Resigning Escrow Agent (a "Successor Escrow Agent") to act as the Escrow Agent must give notice in writing to the Company. The resignation of the hereunder, which Successor Escrow Agent shall be a Financial Institution with offices in the United States of America, and 4. notify the Resigning Escrow Agent of such appointment; provided, however, that if Buyer and Holding Companies shall fail to mutually so appoint a Successor Escrow Agent, the Resigning Escrow Agent may petition a Court to appoint a Successor Escrow Agent hereunder. Notwithstanding the Resignation Date set forth by the Resigning Escrow Agent in its Resignation Notice, no such resignation shall become effective and the until a Successor Escrow Agent shall cease have delivered to be bound by this Agreement on the date that is 60 days after the date of receipt each of the notice referred to in subsection 5.1 or on such other date Resigning Escrow Agent, Buyer and Holding Companies a copy of the instrument under which it was appointed and an executed counterpart of an instrument accepting its appointment and assuming all of the Resigning Escrow Agent's obligations as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt hereunder, except for obligations attributable to acts or omissions of the notice Resigning Escrow Agent. On the first Business Day next following the later to occur of (A) the Resignation Date and (B) the date of delivery to the Resigning Escrow Agent, Buyer and Holding Companies of the instruments referred to in subsection 5.1 and before the Resignation Datenext preceding sentence, the Company will provide Resigning Escrow Agent shall deliver to the Successor Escrow Agent all assets then held by the Resigning Escrow Agent in the Escrow Agent with Account, its records of all payments theretofore made to and from the Escrow Account (or copies of such records), copies of all Claim Notices, Objection Notices and other written instructions to deliver any Purchase Funds then held notices given or received by the Escrow Agent pursuant to this Agreement to a third party, to be and all transmittal letters and other documents received or held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent by it under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute.

Resignation of Escrow Agent. If the Escrow Agent wishes to resign as escrow agent under this Agreementagent, the Escrow Agent must will give written notice in writing to the CompanyIssuer and the Exchange. If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. The resignation or termination of the Escrow Agent shall will be effective effective, and the Escrow Agent shall will cease to be bound by this Agreement Agreement, on the date that is 60 days after the date of receipt of the notice notices referred to in subsection 5.1 above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent are and the Company Issuer may agree upon (the “Resignation Date”resignation or termination date). Following receipt of , provided that the notice referred to in subsection 5.1 and resignation or termination date will not be less than 10 business days before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agreerelease date. If the Company does Issuer has not appoint appointed a new Escrow Agent successor escrow agent within 50 60 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on resignation or before the Resignation Datetermination date, the Escrow Agent will deliver apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. On any Purchase Funds then held in escrow new appointment under this Agreement section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the registrar and transfer agent for the Company (if such person is not the successor Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 , who will be entitled to appoint receive, all securities, records or other property on deposit with the third party or the registrar and transfer agent as predecessor Escrow Agent under in relation to this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the predecessor Escrow Agent under this Agreement, and the Company will thereupon be bound by the appointment and by discharged as Escrow Agent. If any changes are made to Part 8 of this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any result of the Companyappointment of the successor Escrow Agent, those changes must not be inconsistent with the Shareholders Policy and the Escrow Agent as to the proper interpretation terms of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeescrow securities.

Resignation of Escrow Agent. If The Escrow Agent may resign from the performance of its duties hereunder at any time by giving no less than thirty (30) days’ prior written notice to Buyer and the Sellers’ Representative or may be removed, with or without cause, by Buyer and the Sellers’ Representative, acting jointly, at any time by giving no less than ten (10) days’ prior written notice to the Escrow Agent wishes to resign as Agent. Such resignation or removal shall take effect upon the appointment of a successor escrow agent under this Agreementor the deposit of the Escrow Fund into the registry of a court of competent jurisdiction as provided herein. Upon any such notice of resignation or removal, Buyer and the Sellers’ Representative, acting jointly, shall appoint a successor escrow agent hereunder, which shall be a commercial bank, trust company or other financial institution with a combined capital and surplus in excess of $1 billion, unless otherwise agreed by Buyer and the Sellers’ Representative. In the event Buyer and the Sellers’ Representative shall fail to appoint a successor escrow agent within thirty (30) days after the resignation or removal of the Escrow Agent, as contemplated hereby, the Escrow Agent must give notice in writing to the Company. The resignation of may deposit the Escrow Agent Fund into the registry of a court of competent jurisdiction and shall thereupon be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to discharged from all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed further duties as Escrow Agent under this Agreement. IfUpon the acceptance in writing of any appointment as Escrow Agent hereunder by a successor escrow agent, at any timesuch successor escrow agent shall thereupon succeed to and become vested with all the rights, a dispute arises between any powers, privileges and duties of the Companyretiring Escrow Agent, the Shareholders and the retiring Escrow Agent as to the proper interpretation of shall be discharged from its duties and obligations under this Agreement, the but shall not be discharged from any liability for actions taken as Escrow Agent will hereunder prior to such succession. After any retiring Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be at liberty to deliver any Purchase Funds then held taken by it in escrow while it was Escrow Agent under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeAgreement.

Resignation of Escrow Agent. If the The Escrow Agent wishes shall have the right to resign from its duties and obligations hereunder upon giving to each of the Parties not less than thirty (30) days’ prior notice in writing or such shorter notice as escrow agent under this Agreementthe Parties accept as sufficient. Acquisition Sub, Vincor, Constellation and the Escrow Senior Loan Agent must give acting jointly, shall have the power at any time on thirty (30) days’ notice in writing to remove the Companyexisting the Escrow Agent and appoint a new escrow agent. The resignation In the event of the Escrow Agent resigning or being removed as aforesaid, Acquisition Sub, Vincor, Constellation and the Senior Loan Agent shall be effective have the obligation to appoint a new escrow agent, upon which the retiring Escrow Agent shall transfer all of the Escrow Amounts and agreements and other documents relating to the transaction contemplated by this Agreement then in its possession to an escrow agent satisfactory to Acquisition Sub, Vincor, Constellation and the Senior Loan Agent, provided that the retiring the Escrow Agent shall cease have received payment in full of all fees and expenses owing to be bound by this Agreement on it hereunder. Should Acquisition Sub, Vincor, Constellation and the date that is 60 Senior Loan Agent fail to appoint a new escrow agent within thirty (30) days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as has been given, then the Escrow Agent are the Company may agree upon may, at its discretion, (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 a) pay and before the Resignation Date, the Company will provide deliver the Escrow Agent with written instructions Amount into a court of a competent jurisdiction and have no further responsibility hereunder, or (b) retain the Escrow Amount on a merely safekeeping basis, at a fee to deliver any Purchase Funds then held be determined solely by the Escrow Agent pursuant to this Agreement to a third party, to be held provided that such fee is not in excess of the fee listed on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputefee schedule attached hereto.

Resignation of Escrow Agent. If the Escrow Agent wishes at any time, in its sole discretion, deems it necessary or advisable to resign as Escrow Agent hereunder, it may do so by giving prior written notice of such event to Parent, the Surviving Corporation and the Securityholder Representative and thereafter delivering the Escrow Amount to any other escrow agent under this Agreement, mutually agreed upon by Parent and the Securityholder Representative as notified to the Escrow Agent must give notice in writing, and if no such escrow agent shall be designated by Parent and the Securityholder Representative within sixty (60) calendar days of such written notice, then the Escrow Agent may do so by delivering the Escrow Amount either (a) to any bank or trust company located in the State of California which is willing to act as escrow agent hereunder in its place, or (b) if no such bank or trust company can be retained within a reasonable period after such sixty (60) calendar day period after the delivery by the Escrow Agent of its written notice, to the clerk or other proper officer of a court of competent jurisdiction located within the State of California to the extent permitted by law (any such successor to the Escrow Agent, whether designated by Parent and Securityholder Representative or pursuant to clause (a) or (b) above or otherwise, hereinafter referred to as the "Successor Agent"). Parent and the Securityholder Representative may, at any time after the date hereof, agree in writing to substitute a Successor Agent for the CompanyEscrow Agent, whereupon the Escrow Agent shall deliver the Escrow Amount to such Successor Agent. The resignation fees of any Successor Agent shall be borne one-half by Parent and one-half by the Securityholder Representative on behalf of the Escrow Securityholders. Upon delivery of the Escrow Amount to the Successor Agent, (i) the Escrow Agent shall be effective discharged from any and all responsibility or liability with respect to the Escrow Amount (except as otherwise provided herein) and (ii) all references herein to the "Escrow Agent" shall, where applicable, be deemed to include such Successor Agent and such Successor Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify thereafter become the Escrow Agent for all fees, charges and expenses purposes of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputethis Agreement.

Resignation of Escrow Agent. If the Any Escrow Agent wishes (the "Resigning Escrow Agent") may at any time, upon not less than 30 days' prior written notice (the "Resignation Notice") to resign as escrow agent Parent and the Stockholders' Representatives, resign, and be discharged of all of its duties under this Agreement, such notice to specify the date when such resignation shall occur (the "Resignation Date"). Upon receipt of the Resignation Notice, Parent and the Stockholders' Representatives shall confer in good faith and, having due regard to the proposed successor's experience, ability and fees, shall (a) appoint a successor to the Resigning Escrow Agent (a "Successor Escrow Agent") to act as the Escrow Agent must give notice in writing to the Company. The resignation of the hereunder, which Successor Escrow Agent shall be effective a financial institution with offices in the United States of America, and (b) notify the Resigning Escrow Agent of such appointment; provided, however, that if Parent and the Stockholders' Representatives shall fail to mutually so appoint a Successor Escrow Agent, the Resigning Escrow Agent may petition a court to appoint a Successor Escrow Agent hereunder. Notwithstanding the Resignation Date set forth by the Resigning Escrow Agent in its Resignation Notice, no such resignation shall become effective until a Successor Escrow Agent shall cease have delivered to be bound by this Agreement on the date that is 60 days after the date of receipt each of the notice referred to in subsection 5.1 or on such other date Resigning Escrow Agent, Parent and the Stockholders' Representatives a copy of the instrument under which it was appointed and an executed counterpart of an instrument accepting its appointment and assuming all of the Resigning Escrow Agent's obligations as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt hereunder, except for obligations attributable to acts or omissions of the notice Resigning Escrow Agent. On the first business day next following the later to occur of (A) the Resignation Date and (B) the date of delivery to the Resigning Escrow Agent, parent and the Stockholders' Representatives of the instruments referred to in subsection 5.1 and before the Resignation Datenext preceding sentence, the Company will provide Resigning Escrow Agent shall deliver to the Successor Escrow Agent all Escrowed Shares, its records of all payments and distributions theretofore made from the Escrow Agent with Shares (or copies of such records), copies of all written instructions to deliver any Purchase Funds then held notices given or received by the Escrow Agent pursuant to this Agreement to a third party, to be and all transmittal letters and other documents received or held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent by it under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute.

Resignation of Escrow Agent. If the Any Escrow Agent wishes (the "Resigning Escrow Agent") may at any time, upon not less than 30 days' prior written notice (the "Resignation Notice") to resign as escrow agent Parent and the Stockholders' Representatives, resign, and be discharged of all of its duties under this Agreement, such notice to specify the date when such resignation shall occur (the "Resignation Date"). Upon receipt of the Resignation Notice, Parent and the Stockholders' Representatives shall confer in good faith and, having due regard to the proposed successor's experience, ability and fees, shall (a) appoint a successor to the Resigning Escrow Agent (a "Successor Escrow Agent") to act as the Escrow Agent must give notice in writing to the Company. The resignation of the hereunder, which Successor Escrow Agent shall be effective a financial institution with offices in the United States of America, and (b) notify the Resigning Escrow Agent of such appointment; provided, however, that if Parent and the Stockholders' Representatives shall fail to mutually so appoint a Successor Escrow Agent, the Resigning Escrow Agent may petition a court to appoint a Successor Escrow Agent hereunder. Notwithstanding the Resignation Date set forth by the Resigning Escrow Agent in its Resignation Notice, no such resignation shall become effective until a Successor Escrow Agent shall cease have delivered to be bound by this Agreement on the date that is 60 days after the date of receipt each of the notice referred to in subsection 5.1 or on such other date Resigning Escrow Agent, Parent and the Stockholders' Representatives a copy of the instrument under which it was appointed and an executed counterpart of an instrument accepting its appointment and assuming all of the Resigning Escrow Agent's obligations as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt hereunder, except for obligations attributable to acts or omissions of the notice Resigning Escrow Agent. On the first business day next following the later to occur of (A) the Resignation Date and (B) the date of delivery to the Resigning Escrow Agent, Parent and the Stockholders' Representatives of the instruments referred to in subsection 5.1 and before the Resignation Datenext preceding sentence, the Company will provide Resigning Escrow Agent shall deliver to the Successor Escrow Agent all Escrowed Shares, its records of all payments and distributions theretofore made from the Escrow Agent with Shares (or copies of such records), copies of all written instructions to deliver any Purchase Funds then held notices given or received by the Escrow Agent pursuant to this Agreement to a third party, to be and all transmittal letters and other documents received or held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent by it under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such dispute.

Resignation of Escrow Agent. If the The Escrow Agent wishes may resign and be discharged from its duties hereunder at any time by giving not less than thirty (30) calendar days’ prior written notice of such resignation to resign as escrow agent under Buyer and Seller in accordance with Section 11(d) of this Agreement. Thereafter, the Escrow Agent must give shall have no further obligation to Buyer and Seller except to hold the Deposit Escrow Funds as depository and not otherwise. Buyer and Seller may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice in writing to the CompanyEscrow Agent in accordance with Section 11(d) of this Agreement. The Upon such notice, a successor escrow agent shall be appointed by Buyer and Seller, who shall provide written notice of such to the resigning the Escrow Agent in accordance with Section 11(d) of this Agreement. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If Buyer and Seller are unable to agree upon a successor escrow agent within thirty (30) days after such notice, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. Buyer and Seller shall be jointly and severally liable for the costs and expenses (including its reasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Deposit Escrow Funds then held hereunder to the successor Escrow Agent. Upon its resignation and delivery of the Deposit Escrow Funds as set forth in this Section 8, the Escrow Agent shall be effective discharged of and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 from any and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis arising in connection with any such disputethe Deposit Escrow Funds or this Agreement.

Resignation of Escrow Agent. If the Escrow Agent wishes to resign as escrow agent under this Agreementagent, the Escrow Agent must will give written notice in writing to the CompanyIssuer and the Exchange. If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. The resignation or termination of the Escrow Agent shall will be effective effective, and the Escrow Agent shall will cease to be bound by this Agreement Agreement, on the date that is 60 days after the date of receipt of the notice notices referred to in subsection 5.1 above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent are and the Company Issuer may agree upon (the “Resignation Dateresignation or termination date”). Following receipt of , provided that the notice referred to in subsection 5.1 and resignation or termination date will not be less than 10 business days before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agreerelease date. If the Company does Issuer has not appoint appointed a new Escrow Agent successor escrow agent within 50 60 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on resignation or before the Resignation Datetermination date, the Escrow Agent will deliver apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. On any Purchase Funds then held in escrow new appointment under this Agreement section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the registrar and transfer agent for the Company (if such person is not the successor Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 , who will be entitled to appoint receive, all securities, records or other property on deposit with the third party or the registrar and transfer agent as predecessor Escrow Agent under in relation to this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the predecessor Escrow Agent under this Agreement, and the Company will thereupon be bound by the appointment and by discharged as Escrow Agent. If any changes are made to Part 98 of this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any result of the Companyappointment of the successor Escrow Agent, those changes must not be inconsistent with the Shareholders Policy and the Escrow Agent as to the proper interpretation terms of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeescrow securities.

Resignation of Escrow Agent. (a) If the Escrow Agent wishes at any time, in its sole discretion, deems it necessary or advisable to resign as Escrow Agent hereunder, it may do so by giving at least thirty (30) days prior written notice of such event to Acquiror and the Stockholder Representative and thereafter delivering the Escrow Fund to any other escrow agent under this Agreementmutually agreed upon by Acquiror and the Stockholder Representative as notified to the Escrow Agent in writing, and if no such escrow agent shall be designated by Acquiror and the Stockholder Representative within sixty (60) calendar days after such written notice, then the Escrow Agent may designate such by delivering the Escrow Fund either (i) to any bank or trust company located in New York, New York that is willing to act as escrow agent hereunder in its place on the terms set forth herein, or (ii) if no such bank or trust company can be retained within a reasonable period after such sixty (60) calendar day period after the delivery by the Escrow Agent of its written notice, the Escrow Agent must give notice may deliver the Escrow Fund to the clerk or other proper officer of a court of competent jurisdiction located within the State of New York in the manner permitted by applicable law (any such successor to the Escrow Agent, whether designated by Acquiror and the Stockholder Representative or pursuant to clause (i) or (ii) above or otherwise, hereinafter referred to as the “Successor Agent”). Acquiror and the Stockholder Representative may, at any time after the date hereof, agree in writing to substitute a Successor Agent for the CompanyEscrow Agent, whereupon the Escrow Agent shall deliver the Escrow Fund to such Successor Agent. The fees of any Successor Agent shall be paid as provided in Section 8. The resignation of the Escrow Agent shall only be effective and the Escrow Agent shall cease to be bound by this Agreement on the date that is 60 days after the date of receipt of the notice referred to in subsection 5.1 or on such other date as the Escrow Agent are the Company may agree upon (the “Resignation Date”). Following receipt of the notice referred to in subsection 5.1 and before the Resignation Date, the Company will provide the Escrow Agent with written instructions to deliver any Purchase Funds then held by the Escrow Agent pursuant to this Agreement to a third party, to be held on the terms and conditions of this Agreement or otherwise as the Company and the Shareholders may agree. If the Company does not appoint a new Escrow Agent within 50 days of receipt of the notice in subsection 5.1, then the Company will have the right to designate the registrar and transfer agent for the Company (if such person is not the Escrow Agent) as the person to replace the Escrow Agent and the Company shall instruct the Escrow Agent of its designation prior to the Resignation Date. If the Escrow Agent does not receive the instructions referred to in subsection 5.3 on or before the Resignation Date, the Escrow Agent will deliver any Purchase Funds then held in escrow under this Agreement to the registrar and transfer agent for the Company (if such person is not the Escrow Agent) with instructions to hold such documents on the terms and conditions of this Agreement. The effect of the delivery of any Purchase Funds then held in escrow to a third party or the registrar and transfer agent of the Company under subsection 5.3 or 5.4 will be to appoint the third party or the registrar and transfer agent as Escrow Agent under this Agreement and the third party or the registrar and transfer agent will be entitled to all the rights of the Escrow Agent under this Agreement, and Fund in accordance with the Company will be bound by the appointment and by this Agreement as if the third party or the registrar and transfer agent had originally been appointed as Escrow Agent under this Agreement. If, at any time, a dispute arises between any of the Company, the Shareholders and the Escrow Agent as to the proper interpretation of this Agreement, the Escrow Agent will be at liberty to deliver any Purchase Funds then held by it in escrow under this Agreement into court and will thereby be released of all further obligations under this Agreement and the Company and the Shareholders will jointly and severally be liable for and will indemnify the Escrow Agent for all fees, charges and expenses of the Escrow Agent charged on a solicitor and own client basis in connection with any such disputeimmediately preceding sentence.