Nautilus 2006 Annual Report Download - page 182

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(i) In the event of any disagreement between the other parties hereto resulting in adverse claims or demands being made in connection
with the Escrow Property, or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow
Agent shall be entitled to retain the Escrow Property until the Escrow Agent shall have received (i) a final, non-appealable order of
a court of competent jurisdiction directing delivery of the Escrow Property or (ii) a written agreement executed by Nautilus and the
Representative directing delivery of the Escrow Property, in which event the Escrow Agent shall disburse the Escrow Property in
accordance with such order or agreement. Any court order shall be accompanied by a legal opinion by counsel for the presenting
party satisfactory to the Escrow Agent to the effect that the order is final and non-appealable. The Escrow Agent shall act on such
court order and legal opinion without further question.
(j)
Nautilus and the Selling Parties shall pay the Escrow Agent compensation (as payment in full) for the services to be rendered by the
Escrow Agent hereunder in the amount of dollars ($ ) at the time of execution of this Agreement and
dollars
($ ) annually thereafter and agree to reimburse the Escrow Agent for all reasonable expenses, disbursements and advances
incurred or made by the Escrow Agent in performance of its duties hereunder (including reasonable fees, expenses and
disbursements of its counsel). Any such compensation and reimbursement to which the Escrow Agent is entitled shall be borne fifty
percent (50%) by Nautilus and fifty percent (50%) by the Representative. Any fees or expenses of the Escrow Agent or its counsel
that are not paid as provided for herein may be taken from any property held by the Escrow Agent hereunder.
(k)
No printed or other matter in any language (including, without limitation, prospectuses, notices, reports and promotional material)
that mentions the Escrow Agent's name or the rights, powers or duties of the Escrow Agent shall be issued by the other parties
hereto or on such parties' behalf unless the Escrow Agent shall first have given its specific written consent thereto.
(l) The other parties hereto authorize the Escrow Agent, for any securities held hereunder, to use the services of any United States
central securities depository it reasonably deems appropriate, including, without limitation, the Depository Trust Company and the
Federal Reserve Book Entry System.
7. Limited Responsibility. This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters
pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall
not be bound by the provisions of any agreement among the other parties hereto except this Agreement.