Common use of Escrow Agent Clause in Contracts

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in any venue convenient the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such monies held by Escrow Agent, for instructions or deposit any such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by released from any further liability as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or Deposit, the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any timeThe Settlement Administrator, there in its capacity as Escrow Agent, shall exist any dispute between allocate, use, and/or disburse the Company funds in the Total Settlement Fund—following the deductions set forth in Section 2.5—in equal amounts to the members of the Settlement Class who have not opted out. All costs and liabilities related to the administration, maintenance, investment, use and/or disbursement of the Settlement Fund shall be borne by the Total Settlement Fund, and the Investor Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to holding or disposition of any portion the actions of the Escrow Funds or the Common Stock Agent, or any other obligations of transactions executed by the Escrow Agent. (a) The Escrow Agent hereundershall not disburse any part of the Total Settlement Fund except as provided in this Agreement or by an order of the Court. (b) Subject to further order(s) and/or directions as may be made by the Court, or if at any time as provided in this Agreement, the Escrow Agent is unable authorized to determineexecute such transactions as are consistent with the terms of this Agreement. The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to Escrow Agent's sole satisfaction, the proper disposition of any portion actions of the Escrow Funds Agent, or any transaction executed by the Escrow Agent's proper actions . (c) All funds held by the Escrow Agent pursuant to this Agreement and in its capacity as Settlement Administrator shall be deemed and considered to be in the legal custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. (d) Notwithstanding the fact that the Effective Date of the Settlement has not occurred, the Settlement Administer may pay from the Settlement Fund, without further approval and/or order of the Court, reasonable costs and expenses actually incurred by the Settlement Administrator as Notice and Administration Expenses, including, without limitation, delivering the Settlement Notice to the Settlement Class by mail and/or other means, locating Settlement Class Members, assisting Settlement Class Members with inquiries or Opt Out requests, and in administering the Settlement and the Settlement Fund. The Released Parties shall have no responsibility for or liability whatsoever with respect to its obligations hereunderthe Notice and Administration Expenses, nor shall they have any responsibility or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of liability whatsoever for any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions claims with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderthereto. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. : Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. and/or Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in SECTION 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity. (b) In the event of any time, there shall exist any dispute conflict between the Company terms and provisions of this Agreement, those of the Investor with respect Merger Agreement, any schedule or exhibit attached to holding this Agreement, or disposition any other agreement between the parties, the terms and provisions of the Merger Agreement shall control; provided, that, notwithstanding the terms of any portion other agreement between the parties, the terms and conditions of this Agreement shall control the actions of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty . (30c) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor The Escrow Agent shall not be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader liable for any action taken or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held omitted by it in the Escrow Funds, after deduction good faith and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as the truth and acceptability of any information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights hereunderof the Escrow Agent are affected, unless it shall have given its prior written consent thereto. iii. (d) The Escrow Agent’s sole responsibility upon receipt of any notice requiring any payment to Harmony or the Owners pursuant to the terms of this Agreement or, if such notice is disputed by the Representative or the Committee the settlement with respect to any such dispute, whether by virtue of joint resolution, arbitration or determination of a court of competent jurisdiction, is to pay to Harmony or the Owners, as applicable, the amount specified in such notice, and the Escrow Agent shall have no liability duty to determine the Companyvalidity, authenticity or enforceability of any specification or certification made in such notice. (e) The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the Investorrights or powers conferred upon it by this Agreement, other than actions which have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 8, below, for any person action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel unless such actions have been finally adjudicated by a court of competent jurisdiction to constitute willful misconduct or gross negligence. (f) This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any such suspension of performance and all matters pertinent hereto. No implied duties or disbursement obligations shall be read into court, specifically including any liability or claimed liability that may arise, or this Agreement against the Escrow Agent. The Escrow Agent shall not be alleged to have arisen, out of or as a result bound by the provisions of any delay agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentMerger Agreement.

Escrow Agent. If at 23.1 Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any time, there shall exist any implied duties or obligations under or related to this Agreement. Escrow Agent is the law firm representing Purchaser. In the event of a dispute between the Company and parties, the Investor with respect parties consent to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundercontinuing to represent Purchaser, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, notwithstanding that Escrow Agent shall continue to invest have the duties provided for in this Agreement. 23.2 Escrow Funds Agent may (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions of this Agreement has been duly authorized to do so. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent's duties under this Agreement are and shall be limited to those duties specifically provided in this Agreement. 23.3 The parties to this Agreement do and shall indemnify Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or other expenses, fees, or charges of any character or nature, including attorneys' fees and costs, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the result of Escrow Agent's gross negligence or willful malfeasance. 23.4 If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the disagreement; upon filing such action, Escrow Agent shall be released from all obligations under this Agreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys' fees, including those for appellate and post judgment matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Agent may represent itself in any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall award such attorneys' fees, including those for appellate and post judgment matters and for paralegals and similar persons, to Escrow Agent from the losing party. Escrow Agent shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is received. 23.5 Escrow Agent may consult with counsel of its own choice, including counsel within its own firm, and shall have full and complete authorization and protection in accordance with Section 8 hereof; and/orthe opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its gross negligence or willful misconduct. ii23.6 Escrow Agent may resign upon five (5) days' written notice to Seller and Purchaser. Petition If a successor escrow agent is not appointed jointly by seller and Purchaser within the five (by means of an interpleader action or any other appropriate method5) any day period, Escrow Agent may petition a court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereundername a successor. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, time there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including including, without limitation limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided provided, however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any timeSeller and Buyer hereby agree to employ LandAmerica Financial Group, there shall exist any dispute between Inc., Attention: Anne Bostick, 0000 Xxxxx Cxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("Xxxxxx Xxxnt") to act as escrow agent in connection with this transaction upon the Company following terms and conditions: (a) The parties hereto will (i) deliver (or cause to be delivered) to Escrow Agent all documents required by this Agreement, including, without limitation, the Deeds and the Investor Assignment of Leases (collectively, the "Operative Documents"), (ii) pay Escrow Agent all sums required by this Agreement, including, without limitation, the Purchase Price and closing costs, and (iii) cause to be done all other things necessary or required by this Agreement. (b) Escrow Agent is authorized to pay, from any funds held by it for the respective credit of the parties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Escrow Agent is authorized, in the event any demand is made upon it concerning these instructions or the escrow, at its election, to hold any money and documents deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of the parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Escrow Agent of said documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with respect to holding or disposition any such court action, shall relieve Escrow Agent of all further liability and responsibility. (d) Disbursement of any portion funds shall be made in immediately available funds. Escrow Agent shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Escrow Agent in compliance with any of the requirements hereof, until Escrow Funds Agent is advised by the bank in which such check or draft has been deposited that such check or draft has been honored. Receipt of this Agreement by Escrow Agent and the Common Stock or opening of an escrow by Escrow Agent shall constitute Escrow Agent's agreement to comply with the terms and provisions of this Agreement relating to Escrow Agent. At the Closing, Escrow Agent shall record the appropriate Operative Documents and any other obligations documents to be recorded, in the appropriate recording office, as required, and disburse the Purchase Price to Seller. Escrow Agent shall not cause the sale of the Premises to close unless and until it has received written instructions from Seller and Buyer to effect the Closing. All of the Operative Documents and the other documents required to be executed hereunder shall be dated as of the Closing Date. Buyer hereby agrees to cooperate in the preparation, execution and delivery to Escrow Agent of any required forms to carry out and consummate the transaction contemplated herein. The Earnest Deposxx xxxll be deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this contract and does not assume or have any liability for the performance or non-performance of any party to this contract, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, in which event such interest shall be for the benefit of Buyer unless the Earnest Deposix xx xaid to Seller as a result of Buyer's default or termination of this Agreement, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. The Earnest Deposxx xxxxl not be deposited with Buyer if both parties make demand for the payment of the Earnest Deposix, Xxxxow Agent has the right to require from all parties a written release of liability of Escrow Agent hereunderwhich authorizes the disbursement of the Earnest Deposix. Xx only one party makes demand for payment of the Earnest Deposxx, or if at any time Xxxrow Agent shall give notice to the other party of such demand. Escrow Agent is unable authorized and directed to determine, honor such demand unless the other party objects to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not Agent in writing within thirty (30) days after Escrow Agent's notice to that party. Any refund or payment of the furnishing Earnest Deposix xxxxr this contract shall be reduced by Escrow Agent the amount of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both any actual expenses incurred on behalf of the following actions: i. Suspend party receiving the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderEarnest Deposix. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or Deposit, the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in any venue convenient the county or circuit where the Real Properly is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such monies held by Escrow Agent, for instructions or deposit any such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by released from any further liability as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by both the Company and the Investor in writing that such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent has been resolved, or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. (i) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or (ii. ) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. (iii. ) Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderhereunder and (b) all Common Stock held by it. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the parties hereunder in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of In performing any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided howeverduties hereunder, Escrow Agent shall continue not incur any liability to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means anyone for any damages, losses or expenses, except for willful default or breach of an interpleader action or trust, and it shall accordingly not incur any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions such liability with respect (a) to such dispute any action taken or uncertaintyomitted in good faith upon advice of its counsel or (b) to any action taken or omitted in reliance upon any instruments, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to the extent required by law, pay into such court, for holding and disposition in accordance conform with the instructions provisions of such court, all funds held by it in the Escrow Funds, after deduction this Agreement. The parties hereby agree to indemnify and payment to hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including reasonable costs of all investigations and counsel fees and expenses (including court costs and attorneys' fees) payable todisbursements, incurred by, which may be imposed upon Escrow Agent or expected to be incurred by Escrow Agent in connection with its acceptance of the performance of its duties hereunder, including any litigation arising from this Agreement or involving the subject matter hereof except for willful default and breach of trust by Escrow Agent. In the exercise event of a dispute between any of the parties hereto sufficient in the discretion of Escrow Agent to justify its rights hereunder. iii. doing so, Escrow Agent shall have no liability be entitled to tender into the Companyregistry or custody of any court of competent jurisdiction all money or property in its hands under this Agreement, the Investor, or any person with respect to and thereupon be discharged from all further duties and liabilities under this Agreement. The Purchaser and Seller shall bear all costs and expenses of any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentlegal proceedings.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Exxxxx Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may continue to hold the Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of general jurisdiction in the Investor county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such documents with respect to holding or disposition which there is a dispute in the Registry of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundersuch court, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any liability loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or claimed liability that may arise, or be alleged to have arisen, in any way arising out of or as a result of any delay in the disbursement of funds held in escrow arrangement, other than expenses resulting from the Escrow Funds Agent’s own gross negligence or any delay in with respect to any other action required or requested of Escrow Agentwillful misconduct.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own negligence or willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either other party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds Initial Deposit or the Common Stock Additional Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which all parties do hereby consent), and pay into the registry of the court the Initial Deposit or the Additional Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, released from any further liability with respect to the Initial Deposit or expected to be incurred by the Additional Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: i. : Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be appointed (as the case may be); provided however, that the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition and/or petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Fundsescrow , after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of the Escrow AgentAgent .

Escrow Agent. If Lessor shall have the right to designate an entity to act as the Escrow Agent for the purpose of holding and administering special trust funds designated as Acquisition Funds for the benefit of Lessor and Lessee. The appointment of ___________________________________________________________ as Escrow Agent is hereby acknowledged. Lessor shall deposit the amount specified in this Lease in a separate Acquisition Fund. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of a representative of the Lessee in Qualified Investments, as hereinafter defined, maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Such investments shall be held by the Escrow Agent in the Acquisition Fund, and any interest earned on such investments shall be deposited in that Acquisition Fund. The Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Qualified Investments means (a) direct general obligations of the United States of America; (b) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America; or (c) certificates of deposit, time deposits or demand deposits with any bank or savings institution including the Escrow Agent or any affiliate thereof, provided that such is insured by the Federal Deposit Insurance Corporation. Moneys in each Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment specified in this Lease. Payment shall be made from the Acquisition Fund for the cost of acquiring part or all of the Equipment upon presentation to the Escrow Agent of one or more Payment Request and Acceptance Certificates, properly executed by the Lessee and approved by Lessor, together with an invoice for the cost of the acquisition of the Equipment. The Acquisition Fund shall terminate upon the occurrence of the earlier of (a) the presentation of a proper Payment Request and Acceptance Certificate designated "Final Acceptance Certificate" properly executed by the Lessee or a properly executed notice by the Lessee that no additional funds will be needed from the Acquisition Fund, or (b) the presentation of written notification by Lessor, or an assignee or subassignee of all of Lessor's interest in this Agreement or an Agent on their behalf, that an Event of Default or Non-appropriation has occurred with respect to the Lease or that Lessee has terminated the Lease. Upon termination as described in clause (a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay the principal component of Rental Payments listed in this Lease, unless otherwise directed by Lessor and Lessee, and the Payment Schedule shall be revised accordingly. Upon termination as described in clause (b) of this paragraph, any amount remaining in the Acquisition Fund shall be immediately paid to Lessor or, pro rata, to any assignee or subassignees of Lessor. The Escrow Agent may resign by giving at least 30 days' written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, there shall exist any dispute between with or without cause, by an instrument in writing executed by Lessor and Lessee. In the Company and the Investor with respect to holding or disposition event of any portion resignation or removal of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunderAgent, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall continue indicate its acceptance of such appointment by an instrument in writing delivered to invest Lessor, Lessee and the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to predecessor Escrow Agent. Thereupon such successor Escrow Agent shall, for instructions without any further act or deed, be fully vested with respect to such dispute or uncertaintyall the trusts, powers, rights, duties and obligation as Escrow Agent under this Lease, and to the extent required by law, pay into such court, for holding predecessor Escrow Agent shall deliver all moneys and disposition in accordance with the instructions of such court, all funds securities held by it in the under this Lease to such successor Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iiiAgent. The Escrow Agent shall have incur no liability to the Company, the Investor, or make any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of disbursements except from funds held in the Acquisition Fund. The Escrow Funds Agent makes no representations or any delay in with respect warranties as to the title to any other action required Equipment or requested as to the performance of any obligations of Lessor or Lessee. In executing this Lease, the Escrow AgentAgent agrees to be bound by the provisions of this Section 21.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties hereto have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investors hereunder in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent both parties or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and reasonable attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in or with respect to the delivery of any Certificates to the Investor or any delay in or with respect to any other action required or requested of Escrow Agent, provided, any such delay in or with respect to the disbursement of any funds, or delivery of any Certificates or any other action required or requested of Escrow Agent hereunder was not in breach of any express joint instruction received from the Investor and the Company or was unjustified and unreasonable.

Escrow Agent. If at Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bonafide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or Deposit, the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company The Escrow Account and the Investor Escrow Shares shall be administered on behalf of Sellers and Purchaser by the Escrow Agent. Purchaser and Sellers hereby designate and appoint Escrow Agent to serve in accordance with respect the terms, conditions and provisions of this Escrow Agreement. The Escrow Agent hereby agrees to holding or disposition administrate the Escrow Property and arrange for the disbursement of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunderProperty, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of i.e. funds from the Escrow Funds or Account and the Escrow Agent's proper actions with respect to its obligations hereunderShares, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereofthe joint instructions of Sellers’ Representative and Purchaser and in compliance with the terms, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both conditions and provisions of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty Agreement. (i) Sellers and Purchaser agree that all interest, dividends and other income, if any, attributable to the Escrow Property shall be resolved allocated to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition Sellers in accordance with the instructions division set out in Appendix 2 and paid to Sellers in accordance with terms of such court, all funds held by it the Escrow Account set out in Appendix 3. Sellers and Purchaser further agree that any increase of the value of the Escrow Shares shall not be included in the Escrow FundsPayment but shall belong to and benefit the Directors. (ii) Sellers and Purchaser agree that for tax purposes, after deduction all taxable interest, dividends and payment other income, if any, attributable to the Escrow Property or any other amount held in escrow by the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected pursuant to this Escrow Agreement shall be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderallocable to Sellers. (iii. ) The Escrow Agent shall have no liability report to Sellers’ Representative, as of each calendar year-end, all income, if any, attributable to the Company, the Investor, Escrow Property or any person with respect other amount held in escrow by the Escrow Agent pursuant to this Escrow Agreement. (iv) Sellers and Purchaser intend that Sellers shall be treated as the owners of the Escrow Shares for all tax purposes (except to the extent that any such suspension Escrow Shares are disbursed to Purchaser pursuant to Section 5), and none of performance the parties shall take any actions or disbursement into court, specifically including any liability or claimed liability positions that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in are inconsistent with respect to any other action required or requested of Escrow Agentsuch treatment.

Escrow Agent. If at Escrow Agent, referred to in the definition thereof contained in Section 1.1 hereof, has agreed to act as such for the convenience of the parties hereto without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act, there except for its own negligence or willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in Dallas County, Texas, and pay into the registry of the court the Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected released from any further liability with respect to be incurred by the Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time(a) Limitation of Escrow Agent's Liability; Responsibilities of Escrow Agent. Escrow Agent's responsibility and liability under this Agreement shall be limited as follows: (i) Escrow Agent does not represent, there shall exist any dispute between warrant or guaranty to the Company and the Investor with respect to holding or disposition of any portion holders of the Securities from time to time the performance of Company; (ii) Escrow Funds Agent shall have no responsibility to Company or the Common Stock holders of the Securities or any other obligations Trustee from time to time as a consequence of performance or non-performance by Escrow Agent hereunder, except for any bad faith, gross negligence or if at willful misconduct of Escrow Agent; (iii) Company shall remain solely responsible for all aspects of Company's business and conduct; and (iv) Escrow Agent is not obligated to supervise, inspect or inform Company or any third party of any matter referred to above. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from Company or any entity acting on behalf of Company, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians or (D) for an amount in excess of the value of the Escrow Account, valued as of the date of deposit. No implied covenants or obligations shall be inferred from this Agreement against Escrow Agent, nor shall Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds, the Pledged Securities or Cash Equivalents held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. statement or execute any document in connection with the provisions hereof has been duly authorized to do so. At any time Escrow Agent may request in writing an instruction in writing from Company (other than any disbursement pursuant to Section 6(b)(iii)), and may at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that Escrow Agent shall state in such request that it believes in good faith that such proposed course of action is unable consistent with another identified provision of this Agreement. Escrow Agent shall not be liable to determine, to Company for acting without Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least four Business Days after Company receives Escrow Agent's sole satisfactionrequest for instructions and its proposed course of action, and (ii) prior to so acting, Escrow Agent has not received the proper disposition written instructions requested from Company. At the expense of any portion Company, Escrow Agent may act pursuant to the advice of the Escrow Funds or Escrow Agent's proper actions counsel chosen by it with respect to its obligations hereunderany matter relating to this Agreement and (subject to clause (ii) of the first paragraph of this Section 4(a)) shall not be liable for any action taken or omitted in accordance with such advice. Escrow Agent shall not be called upon to advise any party as to selling or retaining, or if the parties have not within thirty (30) days taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. Agent may incur by reason of the furnishing by its acting. Escrow Agent may in addition elect in its sole option to commence an interpleader action or seek other judicial relief or orders as Escrow Agent may deem necessary. The costs and expenses (including reasonable attorney's fees and expenses) incurred in connection with such proceedings shall be paid by, and shall be deemed an obligation of a notice Company. No provision of resignation pursuant to Section 9 hereof, appointed a successor this Agreement shall require Escrow Agent to act hereunder, then Escrow Agent may, expend or risk its own funds or otherwise incur any financial liability in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to the Companyany act or provision of any present or future law or regulation or governmental authority, the Investorany act of God or war, or any person with respect to any such suspension the unavailability of performance the Federal Reserve Bank wire or disbursement into court, specifically including any liability telex or claimed liability that may arise, other wire or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentcommunication facility).

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If (a) The Escrow Agent shall be entitled to receive compensation for its services as Escrow Agent. Such compensation shall be paid by Buyer. (b) The Escrow Agent's duties and responsibilities shall be limited to those expressly set forth in this Escrow Agreement and in the Merger Agreement, and it shall not be subject to, or obliged to recognize, any other agreement between the parties hereto even though reference thereto may be made herein; provided, however, that with the Escrow Agent's written consent, this Escrow Agreement may be amended at any timetime or times by an instrument in writing signed by or on behalf of Buyer, there shall exist any dispute between the Company (or after the merger, Surviving Corporation), the Representative and the Investor with respect to holding Escrow Agent. The Escrow Agent may withhold such consent only if such amendment would adversely affect the rights or disposition of any portion liabilities of the Escrow Funds Agent. (c) The Escrow Agent is authorized, in its reasonable discretion, to disregard any and all notices or instructions given by any of the Common Stock parties hereto or by any other obligations person, firm or corporation, except only (i) such notices or instructions as are herein or in the Merger Agreement specifically provided for, and (ii) orders or process of any court with jurisdiction. If any property in the Indemnification Escrow Agent hereunder, or if is at any time attached, garnished or levied upon or under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then, and in any of such events the Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent mayauthorized, in its sole discretion, take either to rely upon and comply with any such order, writ, judgment or both decree which it is advised by legal counsel of its own choosing is binding upon it; and if it complies with any such order, writ, judgment or decree it shall not be liable to any of the following actions:parties hereto or to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. i. Suspend the performance of any of its obligations (including without limitation any disbursement obligationsd) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of The Escrow Agent shall not be personally liable for any act taken or until a successor omitted hereunder if taken or omitted by it in good faith. In taking any action whatsoever hereunder, the Escrow Agent shall be appointed (as the case may be); provided howeverprotected in relying upon any notice, paper or other document reasonably believed by it to be genuine, or upon any evidence reasonably deemed by it to be sufficient. The Escrow Agent may consult with counsel in connection with its duties hereunder and shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction be fully protected in any venue convenient to Escrow Agentact taken, for instructions with respect to such dispute suffered or uncertainty, and to the extent required permitted by law, pay into such court, for holding and disposition it in good faith in accordance with the instructions advice of such courtcounsel. It shall also be fully protected in relying upon any written notice, all funds held by demand, certificate or document which it in good faith believes to be genuine. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents now or hereafter deposited hereunder, nor shall it be responsible or liable in any respect on account of the identity, authority or rights of the persons executing and delivering or purporting to execute or deliver any such document. (e) If the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected believes it to be incurred by Escrow Agent reasonably necessary to consult with counsel concerning any of its duties in connection with performance this Escrow Agreement, or in case it becomes involved in litigation on account of its duties being Escrow Agent hereunder or on account of having received property subject hereto, then in either case, the Escrow Agent's costs, expenses, and the exercise of its rights hereunderreasonable attorneys' fees shall be paid by Buyer. iii. (f) Buyer and Shareholders hereby indemnify and hold harmless the Escrow Agent shall have no liability to from and against any and all Losses which the CompanyEscrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, Escrow Agent arising out of or as a relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of any delay the gross negligence or willful misconduct of the Escrow Agent, provided, however, that one-half of Buyer's obligation hereunder shall be satisfied out of the Indemnification Escrow to the extent thereof. (g) By its execution and delivery of this Escrow Agreement, the Escrow Agent acknowledges that its terms and provisions are acceptable and it agrees to carry out the provisions hereof and in the disbursement of funds held in the Escrow Funds or any delay in with respect Merger Agreement on its part to any other action required or requested of Escrow Agentbe performed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses as outlined in Section 12.4 (a) (i) and (ii) of the Equity Line of Credit Agreement dated the date hereof (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by both the Company and the Investor in writing that such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent has been resolved, or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor Investors with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Escrow Shares or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow the Agent's ’s sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Shares, or the Agent's ’s proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 7 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. (a) Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow the Agent or until a successor Escrow Agent escrow agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. (b) Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, and all Escrow Shares, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' ’ fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the InvestorInvestors, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or of the shares held in the Escrow Shares, or any delay in with respect to any other action required or requested of Escrow the Agent.

Escrow Agent. If at any time, there shall exist any dispute ------------ between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, time there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in Section 1.1 has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (i) to any timeof the parties for any act or omission to act, there except for its own negligence or willful misconduct; (ii) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (iii) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (iv) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; and (v) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in Los Angeles County, California, and pay into the registry of the court the Deposit, or deposit any venue convenient to Escrow Agent, for instructions such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent of all fees shall be relieved and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected released from any further liability with respect to be incurred by the Deposit as Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at (a) It is expressly understood, covenanted and agreed that: (i) Escrow Agents are acting as escrow agents only, and will in no event whatsoever be held liable to either party for the performance of any timeterm or covenant of this Agreement, there or for damages for non-performance thereof; (ii) The duties of Escrow Agents are only as herein specifically provided, and, except for the provisions of Paragraph 20(b) hereof, are purely ministerial nature, and Escrow Agents shall exist incur no liability whatever except for willful misconduct or gross negligence, as long as Agent has acted in good faith; (iii) In the performance of their duties hereunder, Escrow Agent shall be entitled to rely upon any dispute between document, instrument or signatures believed by it to be genuine and signed by either of the Company other parties or their successors; (iv) Seller and Buyer each hereby release and indemnify Escrow Agents from and against any act done or omitted to be done by Escrow Agents in good faith in the Investor performance of their duties hereunder; (b) Escrow Agents are acting as stakeholders only with respect to holding the Deposit. If there is any dispute as to whether Escrow Agents are obligated to deliver the Deposit or as to whom the Deposit is to be delivered, Escrow Agents shall not be required to make any delivery, but in such event Escrow Agents may hold the same until receipt by Escrow Agents of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit and any portion interest accrued thereon or until the final determination of the Escrow Funds or rights of the Common Stock or any other obligations of Escrow Agent hereunderparties in an appropriate proceeding. If such written authorization is not given, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have proceedings for such determination are not within begun until thirty (30) days of after the furnishing by Escrow Agent of a notice of resignation pursuant Settlement was to Section 9 hereofhave occurred, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit in its sole discretioncourt pending such determination. Escrow Agents shall be reimbursed for all costs and expenses of such action or proceeding by Seller and Buyer including, take either or both without limitation, reasonable attorney's fees and disbursements. Upon making delivery of the following actions: i. Suspend Deposit in the performance of any of its obligations (including without limitation any disbursement obligations) under manner provided in this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided howeverAgreement, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent Agents shall have no further liability hereunder or to the Company, the Investor, Buyer or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentSeller.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until oruntil a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court the Superior Courts of competent jurisdiction the State of New Jersey sitting Xxxxxx County and/or the United States Federal District Court for the District of New Jersey sitting in any venue convenient to Escrow AgentNewark New Jersey, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. . iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentAgent other than for reasons of gross negligence or willful misconduct.

Escrow Agent. If at any timeIn order to induce the Escrow Agent to hold, there shall exist any dispute between invest, and disburse the Company Escrow Deposit as required by this Agreement, the Buyer and the Investor Target do hereby agree that: (a) The functions and duties of the Escrow Agent with respect to holding disbursements hereunder are those of an independent contractor and include only those set forth in this Agreement. The Escrow Agent is not entitled to act in any manner whatsoever except in accordance with the terms and conditions of this Agreement or disposition pursuant to written instructions or demands given in accordance with such terms and conditions. (b) Any checks or drafts deposited in the Escrow Fund, if any, with the Escrow Agent under this Agreement will be processed in the normal course of business. The Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of any Escrow Account in which the Escrow Fund, if any, is deposited. (c) The Escrow Agent, in the absence of gross negligence, willful misconduct or a breach of this Agreement, shall not be liable for any loss or damage resulting from the following: (i) Any default, error, action or omission of any other party. (ii) The expiration of any time limit or other delay. (iii) Lack of authenticity, sufficiency and effectiveness of any documents delivered to it and lack of genuineness of any signature or authority of any person to sign any such document. (iv) Any loss or impairment of funds deposited in the course of collection or while on deposit in a federally or state insured account with a trust company (other than the Escrow Agent), bank, savings bank, or savings association resulting from the failure, insolvency or suspension of such institution. (v) Compliance by the Escrow Agent with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. (vi) The Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial, administrative or other proceeding either in its own interest or in the interest of any other party or parties, provided the Escrow Agent shall have furnished timely written notice of such proceeding to the parties hereto. (d) The Escrow Agent shall not be liable, absent gross negligence or willful misconduct, for its failure to inquire into the authenticity of any written instructions or other documents delivered to it as required by this Agreement or its failure to inquire as to the genuineness of any signature or authority of any person to issue such instructions or execute such other documents. (e) If there is any dispute regarding the disbursement of all or any portion of the Escrow Funds Shares or the Common Stock or Escrow Fund, if any, that has not been finally resolved, the parties shall promptly commence binding arbitration in New York, New York in accordance with the commercial arbitration rules of the American Arbitration Association. Judgment upon the decision of the arbitrator may be entered in any other obligations of court having jurisdiction. The Escrow Agent hereunder, or if at any time Escrow Agent is unable shall continue to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion hold all of the Escrow Funds Shares or Escrow Agent's proper actions Fund, if any, as to which such dispute relates, in its possession until directed to disburse the same in accordance with respect to its obligations hereunder(i) the joint instructions of the Target and the Buyer or (ii) a final unappealable judgment of a court of competent jurisdiction. In lieu of the foregoing, or if the Escrow Agent may deposit the disputed amount of Escrow Deposit with a court of competent jurisdiction and commence an action of interpleader between the parties have in dispute. The Buyer and the Target agree to indemnify the Escrow Agent against all court costs and reasonable attorney's fees in connection with any litigation regarding this Agreement other than any such litigation arising from the gross negligence, willful misconduct or breach of this Agreement by the Escrow Agent. The Escrow Agent agrees to: (i) first, collect such indemnity amount from the Escrow Deposit and (ii) thereafter, to use reasonable efforts to collect the balance of such indemnity amount, if any, 50% from the Buyer and 50% from the Target. (f) The Escrow Agent may resign for any reason, upon not within less than thirty (30) days of the furnishing by Escrow Agent of a prior written notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction parties to this Agreement, which notice shall specify the date and time as of Escrow Agent or until a successor which such resignation shall become effective. Upon the effectiveness of such resignation, the Escrow Agent shall be deliver all cash, if any, or property in its possession under this Agreement to any successor escrow agent appointed in writing by the Buyer (subject to the reasonable approval of the Target), as directed in written directions signed by the case may be); provided howeverBuyer, Escrow Agent shall continue or if no successor escrow agent has been appointed, to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow AgentNew York, for instructions with respect to New York. Upon such dispute or uncertaintydelivery, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no be released from any and all further liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentunder this Agreement.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the The parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. agree that Escrow Agent shall have no liability under this Agreement except to account for the Deposit as specified herein, and except for Escrow Agent’s gross negligence. Without limiting the generality of the foregoing, Escrow Agent shall not be liable for any loss or damage resulting from any of the following: any defects or conditions of title to the CompanyProperty; the legal effect of any instrument exchanged by the parties hereto; any default, error, action or omission of any other party; any good faith act or forbearance by Escrow Agent; any loss or impairment of the Investorfunds deposited in escrow in the course of collection or while on deposit with a trust company, bank, savings bank or savings association resulting from failure, insolvency or suspension of such institution or while in transit by wire transfer or otherwise; or Escrow Agent complying with any legal process, writs, orders, judgments and decrees of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Upon disbursement of the Deposit, Escrow Agent shall be relieved of all further liability and responsibility in connection with the Agreement and the escrow. In the event any demand is made upon Escrow Agent concerning the Deposit, or at any person with respect time for any cause or for no cause, Escrow Agent, at its election and in its sole discretion, may cause the Deposit to be delivered to a court of competent jurisdiction to determine the rights of Seller and Buyer, or to interplead Seller and Buyer by an action brought in any such suspension court. Deposit by Escrow Agent into such court of performance or disbursement into court, specifically including any the Deposit shall relieve Escrow Agent of all further liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay and responsibility in connection with this Agreement and the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.escrow. 3920732-7 13170.009000

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of the Escrow Agent hereunder, or if at any time the Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or the Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by the Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor the Escrow Agent to act hereunder, then the Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of the Escrow Agent or until a successor the Escrow Agent shall be appointed (as the case may be); provided however, that the Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Fundsescrow , after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by the Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. The Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of the Escrow Agent.

Escrow Agent. If at Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability or any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until if such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as so elects, interplead the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (matter by means of filing an interpleader action or any other appropriate method) any in a court of competent jurisdiction in any venue convenient the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such monies held by Escrow Agent, for instructions or deposit any such documents with respect to such which there is a dispute or uncertainty, and to in the extent required by law, pay into such court, for holding and disposition in accordance with the instructions registry of such court, all funds held by it in the Escrow Funds, after deduction and payment to whereupon such Escrow Agent shall be relieved and released from any further liability as Escrow Agent hereunder. Escrow Agent shall not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Seller and Purchaser jointly and severally agree to defend (by attorneys selected by Escrow Agent), indemnify and hold Escrow Agent harmless from and against all fees costs, claims and expenses (including court costs and attorneys' reasonable attorney’s fees) payable toincurred in connection with the performance of Escrow Agent’s duties hereunder, incurred by, except with respect to actions or expected to be incurred omissions taken or suffered by Escrow Agent in connection with performance bad faith or in willful disregard of its duties and this Agreement or involving gross negligence on the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested part of Escrow Agent.

Escrow Agent. If at Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may continue to hold the Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an interpleader action in a court of general jurisdiction in the Investor county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such documents with respect to holding or disposition which there is a dispute in the Registry of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereundersuch court, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until whereupon such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent’s compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into 8665334v.12 court, specifically including whether issued with or without jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. Purchaser and Seller agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against any liability loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or claimed liability that may arise, or be alleged to have arisen, in any way arising out of or as a result of any delay in the disbursement of funds held in escrow arrangement, other than expenses resulting from the Escrow Funds Agent’s own gross negligence or any delay in with respect to any other action required or requested of Escrow Agentwillful misconduct.

Escrow Agent. If at Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or Deposit, the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Companynot be liable for Escrow Agent's compliance with any legal process, the Investorsubpoena, or writ, order, judgment and decree of any person with respect to any such suspension of performance or disbursement into court, specifically including any liability whether issued with or claimed liability that may arisewithout jurisdiction, and whether or be alleged to have arisennot subsequently vacated, out of modified, set aside or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentreversed.

Escrow Agent. If at Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent. Escrow Agent shall not be liable: (a) to any timeof the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, there insufficiency, or undesirability of any instrument deposited with Escrow Agent or exchanged by the parties hereunder; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall exist be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute between as to the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock Deposit or any other obligations of Escrow Agent hereundermonies held in escrow, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunderdocuments held in escrow, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, if such Escrow Agent so elects, interplead the matter by filing an interpleader action in its sole discretiona court of general jurisdiction in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), take either or both and pay into the registry of the following actions: i. Suspend court the performance Deposit, or deposit any such documents with respect to which there is a dispute in the Registry of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor court, whereupon such Escrow Agent shall be appointed (relieved and released from any further liability as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If 3.1. The Settlement Administrator, in its capacity as Escrow Agent, shall invest the Total Settlement Amount deposited pursuant to ¶2.3(a) hereof in United States Agency or Treasury Securities or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments at any timetheir then-current market rates. All costs and risks related to the investment of the Total Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne by the Total Settlement Fund, there shall exist any dispute between the Company and the Investor Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to holding investment decisions or disposition of any portion the actions of the Escrow Funds or the Common Stock Agent, or any other obligations of transactions executed by the Escrow Agent. 3.2. The Escrow Agent hereundershall not disburse the Total Settlement Fund except as provided in this Agreement, by an order of the Court, or if at any time with the prior written agreement of Cigna’s counsel. 3.3. Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Agreement, the Escrow Agent is unable authorized to determineexecute such transactions as are consistent with the terms of this Agreement. The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to Escrow Agent's sole satisfaction, the proper disposition of any portion actions of the Escrow Funds Agent, or any transaction executed by the Escrow Agent's proper actions with respect to its obligations hereunder, or if . 3.4. All funds held by the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (deemed and considered to be in the legal custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of the case Court. 3.5. Notwithstanding the fact that the Effective Date of the Settlement has not occurred, Plaintiff’s Counsel may be); provided howeverpay from the Total Settlement Fund, Escrow Agent without further approval and/or order of the Court, reasonable costs and expenses actually incurred by the Settlement Administrator in connection with notice of this Settlement to the Settlement Class by mail and other means, locating Settlement Class Members, assisting with the submission of the claims, administering the Settlement, and paying Notice and Administration Expenses. The Released Parties shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action have no responsibility for or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions liability whatsoever with respect to such dispute the Notice and Administration Expenses, nor shall they have any responsibility or uncertainty, and to the extent required by law, pay into such court, liability whatsoever for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person claims with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agentthereto.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between ------------ the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any timeSeller and Buyer hereby agree to employ LandAmerica Financial Group, there shall exist any dispute between Inc., Attention: Anne Bostick, 0000 Xxxxx Cenxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("Xxxxxx Xxxxx") to act as escrow agent in connection with this transaction upon the Company following terms and conditions: (a) The parties hereto will (i) deliver (or cause to be delivered) to Escrow Agent all documents required by this Agreement, including, without limitation, the Deeds and the Investor Assignment of Leases (collectively, the "Operative Documents"), (ii) `pay Escrow Agent all sums required by this Agreement, including, without limitation, the Purchase Price and closing costs, and (iii) cause to be done all other things necessary or required by this Agreement. (b) Escrow Agent is authorized to pay, from any funds held by it for the respective credit of the parties hereto, all amounts necessary to procure the delivery of such documents and to pay, on their behalf, all charges and obligations payable by them respectively. (c) Escrow Agent is authorized, in the event any demand is made upon it concerning these instructions or the escrow, at its election, to hold any money and documents deposited hereunder until an action shall be brought in a court of competent jurisdiction to determine the rights of the parties hereto or to interplead said money and documents in an action brought in any such court. Deposit by Escrow Agent of said documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with respect to holding or disposition any such court action, shall relieve Escrow Agent of all further liability and responsibility. (d) Disbursement of any portion funds shall be made in immediately available funds. Escrow Agent shall be under no obligation to disburse any funds represented by check or draft, and no check or draft shall be payment to Escrow Agent in compliance with any of the requirements hereof, until Escrow Funds Agent is advised by the bank in which such check or draft has been deposited that such check or draft has been honored. Receipt of this Agreement by Escrow Agent and the Common Stock or opening of an escrow by Escrow Agent shall constitute Escrow Agent's agreement to comply with the terms and provisions of this Agreement relating to Escrow Agent. At the Closing, Escrow Agent shall record the appropriate Operative Documents and any other obligations documents to be recorded, in the appropriate recording office, as required, and disburse the Purchase Price to Seller. Escrow Agent shall not cause the sale of the Premises to close unless and until it has received written instructions from Seller and Buyer to effect the Closing. All of the Operative Documents and the other documents required to be executed hereunder shall be dated as of the Closing Date. Buyer hereby agrees to cooperate in the preparation, execution and delivery to Escrow Agent of any required forms to carry out and consummate the transaction contemplated herein. The Earnest Deposix xxxxx be deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this contract and does not assume or have any liability for the performance or non-performance of any party to this contract, (b) liable for interest on the funds held unless a party requests that such funds be deposited in an interest bearing account, in which event such interest shall be for the benefit of Buyer unless the Earnest Deposit xx xxxd to Seller as a result of Buyer's default or termination of this Agreement, and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited. The Earnest Deposit xxxxx not be deposited with Buyer if both parties make demand for the payment of the Earnest Deposit; Xxxxxw Agent has the right to require from all parties a written release of liability of Escrow Agent hereunderwhich authorizes the disbursement of the Earnest Deposit. Xx xxly one party makes demand for payment of the Earnest Deposit, or if at any time Xxxxxw Agent shall give notice to the other party of such demand. Escrow Agent is unable authorized and directed to determine, honor such demand unless the other party objects to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not Agent in writing within thirty (30) days after Escrow Agent's notice to that party. Any refund or payment of the furnishing Earnest Deposix xxxxr this contract shall be reduced by Escrow Agent the amount of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both any actual expenses incurred on behalf of the following actions: i. Suspend party receiving the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunderEarnest Deposit. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any (a) In the event that a dispute between the Company and the Investor exists with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfactionDeposit, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall a) continue to invest hold the Escrow Funds Deposit except as otherwise provided in accordance with Section 8 hereof; and/or (i) instructions signed by Seller and Purchaser, or (ii. Petition (by means ) a certified copy of an interpleader action a non-appealable order or any other appropriate method) any decree of a court of competent jurisdiction in any venue convenient with respect to the matter of releasing the Deposit, or (b) upon written notice by the Escrow Agent to Seller and Purchaser, deposit the Deposit with a court selected by the Escrow Agent, in which case all liability and responsibility of the Escrow Agent shall thereupon terminate. (b) The duties of the Escrow Agent are purely ministerial in nature and the Escrow Agent shall not be liable for instructions any damage, liability or loss arising out of or in connection with respect its services rendered pursuant to such dispute or uncertaintythis Agreement, and to the extent required by law, pay into such court, for holding Seller and disposition in accordance with the instructions of such court, all funds held by it in Purchaser hereby release the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, from any act done or expected omitted to be incurred done by the Escrow Agent in connection with the performance of its duties and hereunder, except for misconduct or fraud by Escrow Agent. If the exercise of its rights hereunder. iii. Escrow Agent shall have no pay or incur any liability to the Company, the Investor, on account of this Agreement or any person with respect on account of being made a party to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or litigation as a result of any delay in the disbursement of funds held in this Agreement, Seller and Purchaser jointly and severally shall on demand pay to the Escrow Funds Agent, with interest thereon, such payments made or liabilities incurred by the Escrow Agent, together with its expenses, including reasonable attorney's fees. Seller and Purchaser jointly and severally shall indemnify and hold the Escrow Agent harmless of and from any delay and all payments made or liabilities incurred by the Escrow Agent for any reason whatsoever as a result of this Agreement, except for misconduct or fraud by Escrow Agent. The Escrow Agent shall not be required to advance or pay out any money on account of this Agreement or to prosecute or defend any legal proceeding unless it shall be furnished with funds sufficient therefor by Seller or Purchaser or be indemnified to its satisfaction in with respect thereto. (c) Seller and Purchaser reserve the right, at any time and from time to any other action required or requested time, to mutually substitute a new escrow agent in place of the Escrow Agent. (d) The Escrow Agent may resign as escrow agent under this Agreement, provided that Seller and Purchaser shall have mutually selected a new escrow agent.

Escrow Agent. If at any time, there shall exist any dispute between the ------------ Company and the Investor Investors with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the InvestorInvestors, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and the expenses (including court costs and attorneys' fees) payable to, incurred bybut not yet paid, or reasonably expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest deposit the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at The Escrow Agent under this Agreement shall be Beach Abstract and Guaranty Company, or such other person or entity appointed by joint written instructions of Purchaser and Seller (the “Escrow Agent”). The Purchaser and Seller shall have the right to remove any timethen appointed Escrow Agent and appoint a successor by written notice signed by Purchaser and Seller, there and in such event the funds held in escrow shall exist be promptly delivered to such successor Escrow Agent. Any funds delivered to the Escrow Agent pursuant to this Agreement shall be held by said Escrow Agent in trust and shall be deposited in an interest bearing account or certificate of deposit maintained with or issued by a federally insured commercial or savings bank (or other financial institution mutually acceptable to Purchaser and Seller). All interest earned on the Deposit shall be for the account of the Purchaser and assigned to Purchaser’s tax identification number, unless the Deposit is paid to Seller by reason of Purchaser’s default, as provided herein, in which case all interest earned thereon shall also be paid to Seller in accordance with Section 11 of this Agreement. The execution of this Agreement by the Escrow Agent is solely for purposes of evidencing the acknowledgment by said Escrow Agent of the receipt by it of the Deposit specified in Section 2 hereinabove and the terms of this Section 15. In the event of any dispute between regarding any action taken, or proposed to be taken, by the Company and the Investor Escrow Agent with respect to holding the Deposit, any other funds held by it, or disposition of any portion of documents, agreements and/or property held by the Escrow Funds or Agent pursuant to this Agreement (collectively the Common Stock or any other obligations of Escrow Agent hereunder“Escrow”), or if at any time Escrow Agent is unable to determine, to the Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take may: (a) Refuse to comply with any demands on it and continue to hold the Escrow until it receives either or both (i) written notice signed by Purchaser and Seller directing the disbursement of the following actions:Escrow, or (ii) an order of a Court, having proper jurisdiction thereover, directing the disbursement of the Escrow; i. Suspend (b) On notice to Seller and Purchaser, take such affirmative action as it may deem appropriate to determine its duties as Escrow Agent, including, but not limited to, the performance deposit of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any a court of competent jurisdiction in any venue convenient to Escrow Agent, and the commencement of an action for instructions interpleader; or (c) If Purchaser or Seller shall have commenced litigation with respect to such dispute or uncertaintythe Escrow, and to deposit the extent required by law, pay into such court, for holding and disposition in accordance Escrow with the instructions Clerk of such court, all funds held by it the Court in which said litigation is pending. Upon disbursing the Escrow Fundsunder the provision of (a), after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' feesb) payable toor (c) above, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person further obligation with respect to the Escrow. Purchaser, Seller and Escrow Agent acknowledge that the Escrow Agent is acting hereunder as a depository only to the parties, and Purchaser and Seller, jointly and severally, do hereby agree to indemnify and hold harmless the Escrow Agent of and from any such suspension and all liabilities, costs, expenses and claims, of performance any nature whatsoever, by reason of or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, arising out of or any act as a result of any delay Escrow Agent hereunder, except in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested case of Escrow Agent’s gross negligence or willful misconduct. All parties agree that the Escrow Agent shall not be liable to any party or person for (i) the sufficiency, correctness, genuineness or validity of any instrument deposited with it or any notice or demand given to it or for the form of execution of such instrument, notice or demand, or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act; (ii) acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or (iii) otherwise acting or failing to act under this Section, except in the case of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall not be bound by any modification of this Agreement, unless the same is in writing and signed by Purchaser and Seller, and, if the Escrow Agent’s liability or duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder, excepting for gross negligence or willful misconduct. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow AgentAgent excepting for gross negligence or willful misconduct.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, determine the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties Company and the Investor have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, shall take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until the Escrow Agent is notified by the Company and the Investor in writing that such dispute or uncertainty shall be has been resolved to the sole satisfaction of Escrow Agent both parties or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time(a) Escrow Agent hereby accepts its appointment and agrees to act as Escrow Agent under the terms and conditions of this Escrow Agreement. (b) The duties, there shall exist any dispute between the Company responsibilities and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied. Escrow Agent shall not be subject to, nor required to comply with any other agreement between or among any of Sellers and/or Buyers, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from any Seller or Buyer or any entity acting on their behalf. Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder. (c) This Escrow Agreement is for the exclusive benefit of the parties hereto and their respective successors hereunder, and shall not be deemed to give, either express or if implied, any legal or equitable right, remedy, or claim to any other entity or person whatsoever. (d) If at any time Escrow Agent is unable served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Deposits (including but not limited to determineorders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer the Escrow Deposits), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect. (i) Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall Escrow Agent be liable (A) for acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Seller or Buyer or any entity acting on behalf of any Seller or Buyer, (B) for any consequential, punitive or special damages, (C) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians, or (D) for an amount in excess of the value of the Escrow Deposits, valued as of the date of deposit. (ii) If any fees, expenses or costs incurred by, or any obligations owed to, Escrow Agent hereunder are not promptly paid when due, Escrow Agent may reimburse itself therefor from the Escrow Deposits and may sell, convey or otherwise dispose of any Escrow Deposits for such purpose. (iii) As security for the due and punctual performance of any and all of Buyers' and Sellers' obligations to Escrow Agent hereunder, now or hereafter arising, Buyers and Sellers, individually and collectively, hereby pledge, assign and grant to Escrow Agent a continuing security interest in, and a lien on, the Escrow Deposits and all distributions thereon or additions thereto (whether such additions are the result of deposits by Buyers and Sellers or the investment of Escrow Deposits). The security interest of Escrow Agent shall at all times be valid, perfected and enforceable by Escrow Agent against Buyers and Sellers and all third parties in accordance with the terms of this Escrow Agreement. (iv) Escrow Agent may consult with legal counsel at the expense of the Buyers and Sellers as to any matter relating to this Escrow Agreement, and Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. (v) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility). (f) Unless otherwise specifically set forth herein, Escrow Agent shall proceed as soon as practicable to collect any checks or other collection items at any time deposited hereunder. All such collections shall be subject to Escrow Agent's sole satisfactionusual collection practices or terms regarding items received by Escrow Agent for deposit or collection. Escrow Agent shall not be required, the proper disposition or have any duty, to notify anyone of any portion payment or maturity under the terms of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations any instrument deposited hereunder, nor to take any legal action to enforce payment of any check, note or if security deposited hereunder or to exercise any right or privilege which may be afforded to the parties have not holder of any such security. (g) Escrow Agent shall provide to Buyers and Sellers monthly statements identifying transactions, transfers or holdings of Escrow Deposits and each such statement shall be deemed to be correct and final upon receipt thereof by the Buyers and Sellers unless Escrow Agent is notified in writing to the contrary within thirty (30) business days of the furnishing date of such statement. (h) Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement. (i) Notices, instructions or other communications shall be in writing and shall be given to the address set forth in SECTION 12 hereof (or to such other address as may be substituted therefor by written notification to Escrow Agent or Buyers and Sellers). Notices to Escrow Agent shall be deemed to be given when actually received by Escrow Agent's Corporate Trust Department. Escrow Agent is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by Buyers or Sellers or by a person or persons authorized by Buyers or Sellers. Whenever under the terms hereof the time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking holiday, such time shall be extended to the next day on which Escrow Agent is open for business. (j) Buyers and Sellers, jointly and severally, shall be liable for and shall reimburse and indemnify Escrow Agent and hold Escrow Agent harmless from and against any and all claims, losses, liabilities, costs, damages, or expenses (including reasonable attorneys' fees and expenses) (collectively, "LOSSES") arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by Escrow Agent in connection with its successful defense, in whole or in part, of a any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be indemnified for Losses caused by its gross negligence or willful misconduct. (i) Buyers and Sellers may remove Escrow Agent at any time by giving to Escrow Agent thirty (30) calendar days' prior notice in writing signed by all Buyers and Sellers. Escrow Agent may resign at any time by giving to Buyers and Sellers fifteen (15) calendar days, prior written notice thereof. (ii) Within ten (10) calendar days after giving the foregoing notice of removal to Escrow Agent or receiving the foregoing notice of resignation pursuant to Section 9 hereoffrom Escrow Agent, appointed all Buyers and Sellers shall jointly agree on and appoint a successor Escrow Agent. If a successor Escrow Agent to act hereunderhas not accepted such appointment by the end of such 10-day period, then Escrow Agent may, in its sole discretion, take either or both deliver the Escrow Deposits to any of the following actions: i. Suspend Buyers and Sellers at the performance address provided herein or may apply to a court of any competent jurisdiction for the appointment of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any for other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees relief. The costs and expenses (including court costs reasonable attorneys, fees and attorneys' feesexpenses) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties such proceeding shall be paid by, and be deemed a joint and several obligation of, the exercise of its rights hereunderBuyers and Sellers. (iii. ) Upon receipt of the identity of the successor Escrow Agent, Escrow Agent shall either deliver the Escrow Deposits then held hereunder to the successor Escrow Agent, less Escrow Agent's fees, costs and expenses or other obligations owed to Escrow Agent, or hold such Escrow Deposits (or any portion thereof), pending distribution, until all such fees, costs and expenses or other obligations are paid. (iv) Upon delivery of the Escrow Deposits to a successor Escrow Agent, Escrow Agent shall have no liability to further duties, responsibilities or obligations hereunder. (i) In the Companyevent of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by Escrow Agent hereunder, Escrow Agent may, in its sole discretion, refrain from taking any action other than retain possession of the InvestorEscrow Deposits, unless Escrow Agent receives written instructions, signed by all Buyers and Sellers, which eliminates such ambiguity or uncertainty. (ii) In the event of any dispute between or conflicting claims by or among the Buyers and Sellers and/or any other person or entity with respect to any of the Escrow Deposits, Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such suspension Escrow Deposits so long as such dispute or conflict shall continue, and Escrow Agent shall not be or become liable in any way to the Buyers and Sellers for failure or refusal to comply with such conflicting claims, demands or instructions. Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (A) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of performance a court of competent jurisdiction, which order, judgment or disbursement into court, specifically including any liability or claimed liability that may arisedecree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to Escrow Agent or (B) Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all Losses which it may incur by reason of so acting. Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with such proceeding shall be alleged to paid by, and shall be deemed a joint and several obligation of, the Buyers and Sellers. (m) The Escrow Agent does not have arisen, out of or as a result of any delay in the disbursement of funds held interest in the Escrow Funds Deposits deposited hereunder but is serving as escrow holder only, and having only possession thereof. Each party shall pay or reimburse the Escrow Agent upon request for any delay transfer taxes or other taxes relating to the Escrow Deposits incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9 forms for tax I.D., number certifications, or W-8 forms for non-resident alien certifications. It is understood that the Escrow Agent shall be responsible for income reporting only with respect to income earned on investment of funds which are a part of the Escrow Deposits and is not responsible for any other action required or requested of Escrow Agentreporting.

Escrow Agent. If at any time, there shall exist any dispute between ------------- the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.

Escrow Agent. If at any time, there shall exist any dispute between the Company and the Investor with respect to holding or disposition of any portion of the Escrow Funds or the Common Stock or any other obligations of Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine, to Escrow Agent's sole satisfaction, the proper disposition of any portion of the Escrow Funds or Escrow Agent's proper actions with respect to its obligations hereunder, or if the parties have not within thirty (30) days of the furnishing by Escrow Agent of a notice of resignation pursuant to Section 9 hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent may, in its sole discretion, take either or both of the following actions: i. Suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall be appointed (as the case may be); provided however, Escrow Agent shall continue to invest the Escrow Funds in accordance with Section 8 hereof; and/or ii. Petition petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required by law, pay into such court, for holding and disposition in accordance with the instructions of such court, all funds held by it in the Escrow Funds, after deduction and payment to Escrow Agent of all fees and expenses (including court costs and attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow Agent in connection with performance of its duties and the exercise of its rights hereunder. iii. Escrow Agent shall have no liability to the Company, the Investor, or any person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Escrow Funds or any delay in with respect to any other action required or requested of Escrow Agent.