FOUND TO HAVE BEEN ENTERED WITHOUT
JURISDICTION.
(D)
YOU SHALL NOT BE LIABLE IN ANY RESPECT ON
ACCOUNT OF THE IDENTITY, AUTHORITY OR RIGHTS OF THE PARTIES EXECUTING OR
DELIVERING OR PURPORTING TO EXECUTE OR DELIVER THE AGREEMENT OR ANY DOCUMENTS OR
PAPERS DEPOSITED OR CALLED FOR HEREUNDER.
(E)
YOU SHALL BE ENTITLED TO EMPLOY SUCH LEGAL
COUNSEL AND OTHER EXPERTS AS YOU MAY DEEM NECESSARY PROPERLY TO ADVISE YOU IN
CONNECTION WITH YOUR OBLIGATIONS HEREUNDER AND MAY RELY UPON THE ADVICE OF SUCH
COUNSEL.
(F)
YOUR RIGHTS AND RESPONSIBILITIES AS
ESCROW AGENT HEREUNDER SHALL TERMINATE UPON THE EARLIER OF THE FOLLOWING EVENTS
(I) THE HOLDER CEASE TO BE AN EMPLOYEE OF THE COMPANY, (II) YOU CEASE TO BE
SECRETARY OF THE COMPANY, (III) YOU RESIGN BY WRITTEN NOTICE TO EACH PARTY OR
(IV)
SHALL BECOME ESCROW AGENT HEREUNDER; IN THE EVENT OF
A TERMINATION UNDER CLAUSE (III) OF THIS SECTION 4(F), THE COMPANY SHALL APPOINT
A SUCCESSOR ESCROW AGENT HEREUNDER.
(G)
IF YOU REASONABLY REQUIRE OTHER OR FURTHER
INSTRUMENTS IN CONNECTION WITH THESE JOINT ESCROW INSTRUCTIONS OR OBLIGATIONS IN
RESPECT HERETO, THE NECESSARY PARTIES HERETO SHALL JOIN IN FURNISHING SUCH
INSTRUMENTS.
(H)
IT IS UNDERSTOOD AND AGREED THAT IF YOU
BELIEVE A DISPUTE HAS ARISEN WITH RESPECT TO THE DELIVERY AND/OR OWNERSHIP OR
RIGHT OF POSSESSION OF THE SECURITIES HELD BY YOU HEREUNDER, YOU ARE AUTHORIZED
AND DIRECTED TO RETAIN IN YOUR POSSESSION WITHOUT LIABILITY TO
7
ANYONE ALL OR ANY PART OF SAID SECURITIES UNTIL SUCH DISPUTE SHALL HAVE BEEN
SETTLED EITHER BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES CONCERNED OR BY A
FINAL ORDER, DECREE OR JUDGMENT OF A COURT OF COMPETENT JURISDICTION AFTER THE
TIME FOR APPEAL HAS EXPIRED AND NO APPEAL HAS BEEN PERFECTED, BUT YOU SHALL BE
UNDER NO DUTY WHATSOEVER TO INSTITUTE OR DEFEND ANY SUCH PROCEEDINGS.
(I)
THESE JOINT ESCROW INSTRUCTIONS SET
FORTH YOUR SOLE DUTIES WITH RESPECT TO ANY AND ALL MATTERS PERTINENT HERETO AND
NO IMPLIED DUTIES OR OBLIGATIONS SHALL BE READ INTO THESE JOINT ESCROW
INSTRUCTIONS AGAINST YOU.
(J)
THE COMPANY SHALL INDEMNIFY YOU AND HOLD
YOU HARMLESS AGAINST ANY AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS, AND
EXPENSES, INCLUDING ATTORNEYS' FEES AND DISBURSEMENTS, (INCLUDING WITHOUT
LIMITATION THE FEES OF COUNSEL RETAINED PURSUANT TO SECTION 4(E) ABOVE, FOR
ANYTHING DONE OR OMITTED TO BE DONE BY YOU AS ESCROW AGENT IN CONNECTION WITH
THIS AGREEMENT OR THE PERFORMANCE OF YOUR DUTIES HEREUNDER, EXCEPT SUCH AS SHALL
RESULT FROM YOUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
5.
NOTICE. ANY NOTICE REQUIRED OR
PERMITTED HEREUNDER SHALL BE GIVEN IN WRITING AND SHALL BE DEEMED EFFECTIVELY
GIVEN UPON PERSONAL DELIVERY, FACSIMILE DELIVERY OR DELIVERY BY OVERNIGHT
COURIER, ADDRESSED TO EACH OF THE OTHER PARTIES THEREUNTO ENTITLED AT THE
FOLLOWING ADDRESSES, OR AT SUCH OTHER ADDRESSES AS A PARTY MAY DESIGNATE BY TEN
DAYS' ADVANCE WRITTEN NOTICE TO EACH OF THE OTHER PARTIES HERETO.
COMPANY:
Notices to the Company shall be sent to the address set forth in the salutation
hereto, Attn: President
HOLDER: