Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $2,500.00, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $2,500.00,$4,000, which fee shall be paid by the Company upon executionthe signing of this Agreement by the Company.Agreement. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or termination of the Escrow Agent shall affect the right of the Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder,closing, the Escrow Agent shall advise the Transaction Parties thatCompany and the Escrow AgentCompany shall retain the funds fromdirect all such disbursement and shall thereafter have the rightamounts to retainbe paid directly at any such funds.closing.

Compensation. The Escrow Agent shall be entitled,entitled to compensation for its services as stated in the duties to be performed by it hereunder, to a fee of $2,500.00,schedule attached hereto as Exhibit C, which feecompensation shall be paid upon execution of this Agreement by the Company. In addition,Company or any of its affiliates. The fee agreed upon for the Company shall be obligated to reimburseservices rendered hereunder is intended as full compensation for the Escrow AgentAgent’s services as contemplated by this Escrow Agreement; provided, however, that in the event that the conditions for all fees, costs and expenses incurred or that become due in connection withthe disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Account,Agent renders any material service not contemplated in this Escrow Agreement with the Company’s consent, or there is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof with the Company’s consent, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation relating to this Escrow Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all reasonable costs and expenses, including reasonable attorneys’ fees. Neitherattorney’s fees and expenses, occasioned by any delay, controversy, litigation or event, and the modification, cancellation, terminationsame shall be paid by the Company or rescissionany of its affiliates. The Company’s obligations under this Agreement norSection 7 shall survive the resignation or terminationremoval of the Escrow Agent shall affectand the rightassignment or termination of thethis Escrow Agent to retain the amount of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.Agreement.

Compensation. The Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $2,500.00, which fee shall be paid upon execution of this Agreement by the Company. In addition, the Company shall be obligated to reimburse Escrow Agent for all fees, costsCompensation and expenses incurred or that become due in connection with this Agreement or the Escrow Account, including reasonable attorneys’ fees. Neither the modification, cancellation, termination or rescission of this Agreement nor the resignation or terminationExpenses of the Escrow AgentAgent. Seller shall affect the right ofpay the Escrow Agent a reasonable fee for services hereunder not to retainexceed $25,000, together with all reasonable charges, expenses, and disbursements incurred by it in the amountperformance of any fee which has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses, or any such fee becomes due, prior to any disbursements hereunder, the Escrow Agent shall advise the Transaction Parties that the Escrow Agent shall retain the funds from such disbursement and shall thereafter have the right to retain such funds.its duties hereunder.