OF THE PURCHASE PRICE FOR THE
SHARES BEING PURCHASED PURSUANT TO THE AGREEMENT.
3.
WITHDRAWAL. THE HOLDER SHALL HAVE THE RIGHT TO WITHDRAW FROM THIS
ESCROW ANY SHARES AS TO WHICH THE PURCHASE OPTION (AS DEFINED IN THE AGREEMENT)
HAS TERMINATED OR EXPIRED.
4.
DUTIES OF ESCROW AGENT.
(A)
YOUR DUTIES HEREUNDER MAY BE ALTERED, AMENDED, MODIFIED OR REVOKED
ONLY BY A WRITING SIGNED BY ALL OF THE PARTIES HERETO.
(B)
YOU SHALL BE OBLIGATED ONLY FOR THE PERFORMANCE OF SUCH DUTIES AS
ARE SPECIFICALLY SET FORTH HEREIN AND MAY RELY AND SHALL BE PROTECTED IN RELYING
OR REFRAINING FROM ACTING ON ANY INSTRUMENT REASONABLY BELIEVED BY YOU TO BE
GENUINE AND TO HAVE BEEN SIGNED OR PRESENTED BY THE PROPER PARTY OR PARTIES. YOU
SHALL NOT BE PERSONALLY LIABLE FOR ANY ACT YOU MAY DO OR OMIT TO DO HEREUNDER AS
ESCROW AGENT OR AS ATTORNEY-IN-FACT OF HOLDER WHILE ACTING IN GOOD FAITH AND IN
THE EXERCISE OF YOUR OWN GOOD JUDGMENT, AND ANY ACT DONE OR OMITTED BY YOU
PURSUANT TO THE ADVICE OF YOUR OWN ATTORNEYS SHALL BE CONCLUSIVE EVIDENCE OF
SUCH GOOD FAITH.
(C)
YOU ARE HEREBY EXPRESSLY AUTHORIZED TO DISREGARD ANY AND ALL
WARNINGS GIVEN BY ANY OF THE PARTIES HERETO OR BY ANY OTHER PERSON OR ENTITY,
EXCEPTING ONLY ORDERS OR PROCESS OF COURTS OF LAW, AND ARE HEREBY EXPRESSLY
AUTHORIZED TO COMPLY WITH AND OBEY ORDERS, JUDGMENTS OR DECREES OF ANY COURT. IF
YOU ARE UNCERTAIN OF ANY ACTIONS TO BE TAKEN OR INSTRUCTIONS TO BE FOLLOWED, YOU
MAY REFUSE TO ACT IN THE ABSENCE OF AN ORDER, JUDGMENT OR DECREES OF A COURT. IN
CASE YOU OBEY OR COMPLY WITH ANY SUCH ORDER, JUDGMENT OR DECREE OF ANY COURT,
YOU SHALL NOT BE LIABLE TO ANY OF THE PARTIES HERETO OR TO ANY OTHER PERSON OR
ENTITY, BY REASON OF SUCH COMPLIANCE, NOTWITHSTANDING ANY SUCH ORDER, JUDGMENT
OR DECREE BEING SUBSEQUENTLY REVERSED, MODIFIED, ANNULLED, SET ASIDE, VACATED OR
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 IF (I) YOU CEASE TO BE SECRETARY OF THE COMPANY OR (II) YOU RESIGN BY
WRITTEN NOTICE TO EACH PARTY. IN THE EVENT OF A TERMINATION UNDER CLAUSE (I),
YOUR SUCCESSOR AS SECRETARY SHALL BECOME ESCROW AGENT HEREUNDER; IN THE EVENT OF
A TERMINATION UNDER CLAUSE (II), THE COMPANY SHALL APPOINT A SUCCESSOR ESCROW
AGENT HEREUNDER.
8
(G)
IF YOU REASONABLY REQUIRE OTHER OR FURTHER INSTRUMENTS IN
CONNECTION WITH THESE JOINT ESCROW INSTRUCTIONS OR OBLIGATIONS IN RESPECT