Common use of Advice of Legal Counsel Clause in Contracts

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement as of the date first above written. BUYER: DURECT CORPORATION By:________________________________________ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. - Signature Page Follows- The parties have executed caused this Escrow Agreement as of the date first above writtenwritten above. BUYERXXXXXX, INC. By: DURECT CORPORATION By:________________________________________ Xxxxx /s/ Xxxxxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 AttnXxxxxx ---------------------- Name: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. Xxxxxxxx X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- ODYSSEY ACQUISITION CORP. By: /s/ Xxxxxxxx X. Xxxxxx ---------------------- Name: Xxxxxxxx X. Xxxxxx ------------------ (print) Title: President and Chief Executive Officer ------------------------------------- QUEST EDUCATION CORPORATION By: /s/ Xxxx X. Xxxxxx ------------------ Name: Xxxx X. Xxxxxx -------------- (print) Title: President and Chief Executive Officer ------------------------------------- EXHIBIT A CONDITIONS OF THE OFFER Defined Terms. Capitalized terms used in this Exhibit A and not otherwise defined shall have the meanings attributed thereto in the Agreement and Plan of Merger, dated as of June 26, 2000, the "Merger Agreement"), by and among Parent, ---------------- Purchaser and Company, of which this Exhibit A is a part. Conditions of the Offer. Notwithstanding any other term of the Offer, the Purchaser shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange Act (relating to the obligation of Purchaser to pay for or return tendered shares of Company Common Stock promptly after termination or withdrawal of the Offer), pay for (subject to any such rules or regulations) any Shares tendered pursuant to the Offer, and may terminate or amend the Offer and may postpone the acceptance for payment of and payment for Shares tendered, if (i) the Minimum Share Condition shall not have been satisfied, or (ii) any applicable waiting period under the HSR Act shall not have expired or been terminated prior to the expiration of the Offer, or (iii) at any time on or after the date of the Merger Agreement and before the acceptance of tendered Shares for payment or the payment therefor, any of the following conditions exists:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx. (a) a preliminary or permanent injunction or other order by any federal, #4900 Los Angelesstate or foreign court which prevents the acceptance for payment of, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *or payment for, some of or all the Shares shall have been issued and shall remain in effect; or (b) there shall have been instituted or be pending any action or proceeding by any Governmental Entity (i) challenging the acquisition by the Purchaser of Shares or otherwise seeking to restrain, materially delay or prohibit the consummation of the Offer or the Merger or seeking damages that could make the Offer, the Merger or any other transaction contemplated hereby materially more costly to Parent or the Purchaser, (ii) seeking to prohibit or limit materially the ownership or operation by the Purchaser or Parent of all or a material portion of the business or assets of the Company and its Subsidiaries, or to compel the Purchaser or Parent to dispose of or hold separate all or a material portion of the business or assets of the Company and its Subsidiaries or the Purchaser or Parent, as a result of the Offer or the Merger, (iii) seeking to impose or confirm limitations on the ability of Parent or the Purchaser effectively to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by it on all matters properly presented to the Company's stockholders, including, without limitation, the approval and adoption of the Merger Agreement and the transactions contemplated hereby, or (iv) seeking to require divestiture by Parent, the Purchaser or any other affiliate of Parent of any Shares; or (c) there shall have been any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Offer, the Merger or any other transaction contemplated hereby, Parent, the Company or any affiliate of Parent or the Company by any Governmental Entity, except for the waiting period provisions of the HSR Act, which is reasonably likely to result, directly or indirectly, in any of the consequences referred to in clauses (i) through (iv) of paragraph (b) above; or (d) any change or effect that, individually or in the aggregate, is or is reasonably likely to constitute a Material Adverse Effect shall have occurred following the date of the Merger Agreement; or (e) the Company shall have breached or failed to perform in any material respect any of its obligations, covenants or agreements under the Merger Agreement; or (f) to the extent that a material adverse effect with respect to the Company or any Subsidiary or School would result, any representation or warranty of the Company in the Merger Agreement that is qualified as to materiality shall not be true and correct or any such representation or warranty that is not so qualified shall not be true and correct in any material respect, in each case when made and immediately prior to the Change of Ownership Date as if made at and as of such time; or (g) this Agreement shall have been terminated by the Company or Parent in accordance with its terms; or (h) Parent and the Company shall have agreed in writing that Purchaser shall amend the Offer to terminate the Offer or postpone the payment for shares of Company Common Stock pursuant thereto; or (i) the Board shall have modified or amended its recommendation of the Offer in any manner adverse to Parent or shall have withdrawn its recommendation of the Offer, or shall have recommended acceptance of any Acquisition Proposal or shall have resolved to do any of the foregoing; which in the reasonable judgment of Parent or the Purchaser, in any such case, and regardless of the circumstances giving rise to such condition, makes it inadvisable to proceed with the Offer and/or with such acceptance for payment or payments; or (j) Purchaser shall have received oral or written advice (a "Materially Adverse Notice") from any Educational Agency (which Materially Adverse Notice has not been withdrawn), from which advice it can reasonably be concluded that it is unlikely that such Educational Agency will issue a relevant Consent or Educational Approval to each of the Schools to continue its operations following the Change of Ownership Date without conditions, restrictions or limits which would individually or in the aggregate materially reduce the economic benefit to Purchaser of the transactions contemplated by this Agreement (assuming the completion of such transactions), unless such Materially Adverse Notice is solely the result of an action, an omission, or the condition, financial or otherwise, of Purchaser or its direct or indirect stockholders; or (k) Except for the matters listed on Schedules (k)(i) and (k)(ii), the Company shall not have received oral or written advice from the applicable Educational Agency (which advice has not been withdrawn) indicating the matters set forth in Section 4.20(a) of the Company Disclosure Schedule are reasonably -------------- likely to be determined in a way which would not have a material adverse effect on the relevant School, or Purchaser has been omitted pursuant unable to a request confirm such advice; or (l) Any Warrants shall be outstanding, or the Company shall be under an obligation to issue any warrants for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------Company Common Stock.

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant The Borrower and the Secured Party have caused this Security Agreement to a request for confidential treatment, be duly executed and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement delivered as of the date first above writtenset forth above. BUYERBORROWER: DURECT CORPORATION By:________________________________________ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 AMERICAS ENERGY COMPANY-AECO /s/ Xxxxxxxxxxx X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 AttnBy: Xxxxxxxxxxx X. Xxxxxxxx Title: President ESCROW AGENT& CEO SECURED PARTY: XXXXXX TRUST HANHONG (HONG KONG) NEW ENERGY HOLDINGS LIMITED By: Yang (Simon) Liu Title: President THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY OF CALIFORNIATHAT SUCH REGISTRATION IS NOT REQUIRED. THIS IS TO CERTIFY THAT, for valuable consideration the receipt of which is hereby acknowledged, Hanhong (Hong Kong) New Energy Holdings Limited, and/or its permitted assigns (hereinafter called the “Holder”), is entitled to subscribe for and purchase 2,000,000 fully paid and non-assessable shares of capital stock, par value $0.0001 per share (the “Common Shares”) of Americas Energy Company - AECo, a Nevada corporation (hereinafter called the “Company”), during the Exercise Period (as defined below), as Escrow Agent By:________________________________________ Name:______________________________________ (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xxprovided herein., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement as of the date first above writtenset forth above. BUYERMATSUSHITA-KOTOBUKI REPLAY NETWORKS, INC. ELECTRONIC INDUSTRIES, LTD. By: DURECT CORPORATION /s/ Xxxxx Xxxxxxxx By:________________________________________ : /s/ Xxx XxXxxxxxx --------------------------- --------------------------- Name: Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 AttnXxxxxxxx Name: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ Xxx XxXxxxxxx -------------------------- --------------------------- (print) (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx XxSenior Management Director Title: Chief Executive Officer -------------------------- --------------------------- Date: December 20, 1999 Date: December 20, 1999 -------------------------- --------------------------- Exhibit A --------- Products and Pricing I. First Period - Products shipped from [***] to [***] Product Price Projected MSRP ------- ----- -------------- PV-HS1000 (20 GB Hard Drive) [***] [***] PV-HS2000 (30 GB Hard Drive)* [***] [***] Guaranteed Minimum Purchase Volume: [***] Product units** Target Maximum Purchase Volume: [***] Product units** * This Product will be available on [***]. **Guarantee minimum and target maximum volumes apply to all Products and any products manufactured by MKE containing Replay Software that support the Replay Network Service ("MKE Products"). II. Second Period - Products shipped from [***] to [***] MKE and Replay Networks will meet prior to [***] to negotiate in good faith the pricing and guaranteed minimum and maximum purchase volumes for each Product or MKE Product to be sold during the second period. In determining such pricing, #4900 Los Angelesthe parties shall consider, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT for each Product or MKE Product: (a) [*Material has been omitted pursuant to a request for confidential treatment**], (b) [***], and (c) [***]. The agreed upon pricing, minimum and maximum purchase volumes for each Product or MKE Product shall be attached to this Exhibit A upon the completion of such material has been filed separately with the SECnegotiations. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE [***]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SECTHE OMITTED PORTIONS. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. EXHIBIT Exhibit B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation --------- Form of Purchase Order Exhibit C --------- Acceptable Quality Levels ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------AQL)

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement as of the date first above written. BUYERQUATRX PHARMACEUTICALS COMPANY By: DURECT CORPORATION /s/ Xxxxxx X. Xxxxx -------------------- Name: Xxxxxx X. Xxxxx (print) Title:CEO ESCROW AGENT U.S. BANK, NATIONAL ASSOCIATION By:____: /s/ Xxxxxxx X. Xxxxxx -------------------- Name: Xxxxxxx X. Xxxxxx Title: Vice President SIGNATURE PAGE TO ESCROW AGREEMENT INSTITUTIONAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxx Xxxxx ----------------------- Name: Xxx Xxxxx Title: Investment Director INDIVIDUAL SECURITYHOLDER REPRESENTATIVE By: /s/ Xxxxx Xxxxxxx ----------------------- Name: Xxxxx Xxxxxxx Title: ____________________________________ Xxxxx X. XxxxxBiofund Ventures I LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chief Executive Officer 00000 Xxxx Xxxx CupertinoChairman and CEO Biofund Ventures II LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, CA 95014 Attn: Xxxx Xxx, Vice President Chairman and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 CEO SIGNATURE PAGE TO EXCROW ESCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatmentBIO FUND VENTURES II ANNEX FUND LP By: /s/ Xxxxxx Xxxxxxxxxx ----------------------- Name: Xxxxxx Xxxxxxxxxx Title: General Partner, Chairman and such material has been filed separately with the SECCEO THE FINNISH NATIONAL FUND FOR RESEARCH AND DEVELOPMENT By: /s/ Xxxxxx Xxxxxxx -------------------- Name: Xxxxxx Xxxxxxx Title: Director of Finance and Corporate Funding BANKINVEST BIOMEDICAL VENTURE III By: /s/ Boarne Xxxxxx /s/ Xxxxxx Xxxxxxxxxx ----------------- --------------------- Name: Boarne Xxxxxx Xxxxxx Tscherning Title: Group CIO Deputy Man. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 Dir. H&B CAPITAL LP By: /s/ Xxxx Xxxxxxxxx ---------------------- Name: Xxxx Xxxxxxxxx Title: General Partner SIGNATURE PAGE TO EXCROW ESCROW AGREEMENT *Material has been omitted pursuant to a request HORMOS MEDICAL CORPORATION By: /s/ Xxxxx Xxxxxxxxxxxx ---------------------- Name: Xxxxx Xxxxxxxxxxxx Title: CEO SIGNATURE PAGE TO ESCROW AGREEMENT EXHIBIT A SELLERS AND ESCROW SHARES ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Aboa Venture II 90,808 9,455 37,594 Aaltonen Annukka 146 15 60 Ali-Xxxxxxx Xxxx 3,112 324 1,288 Xxxxxxx Xxxxxx 292 30 121 Apteekkien Elakekassa 20,887 2,175 8,647 Besodos Oy 10,815 1,126 4,477 Bio Fund Ventures I Ky 169,582 17,657 70,206 Bio Fund Ventures II Jatkosijoitusrahasto Ky 74,883 7,798 31,001 Bio Fund Ventures II Ky 165,115 17,192 68,357 Biomedical Venture III Ltd. (P/S) 823,211 85,715 340,807 Xxxx Xxxx 165 17 68 Xxxxxxxx Xxxx 165 17 68 Xxxxxxxx Xxxxx 506 53 209 Elakevakuutusosakeyhtio Veritas 28,980 3,017 11,998 Xxxxxxxx Xxxxx 165 17 68 H&B Capital LP 484,240 50,421 200,474 Xxxxxxxxxx Xxxxx-Xxxxx 311 32 129 Xxxxxxx Xxxxx 18,260 28 112 Xxxxxxx Xxxxxxxxx 1,009 105 418 Halonen Minttu 292 30 121 Xxxxxxx Xxxxx 1,168 121 483 Xxxxxxxx Xxxxxx 165 17 68 Hellevuo Tia 165 17 68 Henkivakuutusosakeyhtio Veritas 14,486 1,508 5,997 Xxxxxxx Xxxxx 165 17 68 Huhtinen Kaisa 1,460 000 000 Xxxxxxxx Xxxxxx 50,254 40 158 Innoventure Oy 98,502 10,256 40,779 Xxxxxxxxx Xxxx 165 17 68 Xxxxxx Xxxxxx 146 15 60 Xxxxxxxxx Xxxx-Xxxxx 292 30 121 Kalapudas Arja 457 47 189 Xxxxxx Xxxxx 141,570 182 724 Xxxxxxxxxx Xxxxx 146 15 60 Xxxxxxxx Xxxxx 274 28 114 Xxxxxxxxxx Xxxxxx 1,652 172 684 ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Keskinainen Elakevakuutusyhtio Ilmarinen 58,007 6,040 24,015 Keskinainen Elakevakuutusyhtio Tapiola 78,688 8,193 32,576 Keskinainen Henkivakuutusyhtio Suomi 100,901 10,506 41,773 Keskinainen Henkivakuutusyhtio Tapiola 40,960 4,265 16,957 Keskinainen Vakuutusyhtio Tapiola 57,857 6,024 23,953 Xxxxxxxxx Xxxxx 165 17 68 Xxxxxxxx Xxxx 1,460 152 604 Komi Janne 1,652 172 684 Kouki-Xxxxxxx Xxxxx 438 46 181 Xxxxxxx Xxxxx 17,935 13 51 Kytomaa Riikka 277 29 115 Xxxxxx Xxxx 1,168 121 483 Xxxxxxxx Xxx 1,183 123 000 Xxxxxxxx Xxxxx-Xxxxx 146 15 60 Xxxxxxxxxxxx Xxxxx 141,570 182 724 Xxxxxxx Xxxx-Xxxxx 292 30 121 Xxxxx Xxxx 1,663 173 688 Xxxxxxxxx Xxxxx 1,468 153 607 Mertsola Leena 1,460 152 604 Xxxxxx Xxxx 749 78 310 Xxxxx Xxxxx 146 15 60 Ojala Tero 1,487 155 616 Oy Fausto Ab 5,912 616 2,448 Xxxxxx Xxxx 3,305 344 1,368 Xxxxxxxx Xxxxx-Xxxxx 146 15 60 Xxxxxx Xxxxx 340 35 141 Pharmavir Oy 1,747 182 723 Poussu Anssi 274 28 114 Poutiainen Kustaa 6,915 720 2,863 Rautakoski Eila 165 17 68 Xxxxxxx Xxxxx 146 15 60 Sampo Oyj 99,349 10,344 41,130 Santasalo Securities Oy 14,593 1,519 6,042 Xxxxxx Xxxxx 50,254 40 158 Suomen Itsenaisyyden Juhlarahasto 421,624 43,901 174,551 Sodervall Marja 18,260 28 112 Terila Oy 5,047 526 2,089 Xxxxxxxx Xxxxxx 165 17 68 Xxxxxxxx Xxxxx 9,914 1,032 4,104 Toivanen-Xxxxxxxx Xxxxxx 9,914 1,032 4,104 Tunnela Hannele 146 15 60 ESCROW SHARES -------------------------------------------------------- SERIES D PREFERRED SERIES D-1 PREFERRED SELLERS COMMON STOCK STOCK STOCK -------------------------------------------- ------------ ------------------ -------------------- Xxxxxxxx Xxxxxxx 578 60 239 Tatila Mikko 1,537 160 636 Unkila Mikko 457 47 189 Xxxxxxxx Xxxxx 826 86 342 Vahinkovakuutusosakeyhtio Pohjola 25,225 2,626 10,443 Xxxxxxxxx-Xxxxxxxxx Kira 311 32 129 Vakuutusosakeyhtio Henki-Sampo 99,349 10,344 41,130 Vesa Xxxxx-Xxxxx 311 32 129 Xxxxxxx Xxx 292 30 121 Vaananen Kalervo 50,254 40 158 Ylamaki Mervi 165 17 68 Yritysten Henkivakuutus Oy Tapiola 27,305 2,843 11,304 Xxxxx Xxx-Xxxxx 1,537 160 636 TOTAL 3,570,046 321,415 1,277,995 EXHIBIT B FEE SCHEDULE [US BANK LOGO] Corporate Trust Services FEE SCHEDULE FOR ESCROW SCHEDULE OF FEES FOR SERVICES AS ESCROW AGENT FOR QUATRX Customer Name / Series INITIAL FEES 01010 Acceptance Fee (excluding charge for confidential treatmentlegal counsel and/or legal opinion) $3,000.00 The acceptance, fee includes the administrative review of documents, initial set-up of the account, and such material has been filed separately with other reasonably required services up to and including the SECclosing. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to This is a request for confidential treatmentone-time fee, and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------payable at closing.

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Escrow Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Escrow Agreement. This Escrow Agreement shall not be construed against any party by reason of the drafting or preparation thereofof this Escrow Agreement. *Material has been omitted pursuant to a request for confidential treatmentIn witness whereof, and such material has been filed separately with the SEC. The parties have executed this Escrow Agreement as of the date first above written. BUYER: DURECT CORPORATION BSQUARE Corporation By:________________________________________ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:_________________ Its:__________________ InfoGation Corporation By:___________________ Name:_________________ Its:__________________ STOCKHOLDERS' AGENT ______________________ (print) TitleKent Pu MELLON INVESTOR SERVICES LLC, as Escrow Agent By:___________________ Name:_________________ Its:__________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted EXHIBIT B INFOGATION CORPORATION INVESTOR REPRESENTATION STATEMENT The undersigned is aware that pursuant to an Agreement and Plan of Merger dated as of March 10, 2002 (the "MERGER AGREEMENT") entered into by and among BSQUARE Corporation, a request for confidential treatmentWashington corporation ("BSQUARE"), Galaxy Surfer, Inc., a Washington corporation and a wholly owned subsidiary of BSQUARE ("SUB"),and InfoGation Corporation, a Delaware corporation ("INFOGATION"), InfoGation will merge (the "MERGER") with and into Sub, and such material has been filed separately all shares of capital stock of InfoGation will be exchanged for certain consideration as set forth in the Merger Agreement (the "MERGER CONSIDERATION"). Unless otherwise indicated, capitalized terms not defined herein have the meanings set forth in the Merger Agreement. The undersigned understands that the execution of this Statement is a condition precedent to BSQUARE and Sub's obligation to consummate the Merger and to the receipt by the undersigned of the shares of BSQUARE Common Stock in connection with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted Merger (pursuant to a request for confidential treatment, the terms and such material has been filed separately with conditions of the SECMerger Agreement). EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatment, The undersigned hereby represents and such material has been filed separately with the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------warrants as follows:

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties hereto have executed this Escrow Secured Loan Agreement as of the date day and year first above written. BUYER: DURECT CORPORATION By:________________________________________ Xxxxx DENNXX X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. XXXXXXX /s/ Dennxx X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ ------------------------------------ (printSignature) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. 1025 Xxxxxxxx Xxx Xxxxxxxxx#000 Xxxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted RASTER GRAPHICS, INC. By: /s/ Rak Kumar --------------------------------- Title: President and CEO ------------------------------ Address: 3025 Xxxxxxx Xxxxxxx Xxx Xxxx, XX 00000 EXHIBIT A SECURED PROMISSORY NOTE $90,000 San Jose, California June 25, 1997 FOR VALUE RECEIVED, Dennxx X. Xxxxxxx ("Xorrower") promises to pay to Raster Graphics, Inc., a Delaware corporation (the "Company"), the principal sum of Ninety Thousand Dollars ($90,000) together with interest on the unpaid principal hereof from the date hereof at the rate of 6.80% per annum, compounded annually. All principal and accrued interest shall be due and payable in full on the earliest of (a) June 26, 2001 or (b) the termination of Borrower's employment or consulting relationship with the Company for any reason (or for no reason). Payments of principal and interest shall be made in lawful money of the United States of America and shall be credited first to the accrued interest, with the remainder applied to principal. Borrower may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of a Secured Loan Agreement, dated as of the date hereof, by and between the Company and Borrower, and is secured by (i) a pledge of up to an aggregate of 40,000 shares of the Company's Common Stock (as adjusted for subsequent stock splits, reverse stock splits and recapitalization) acquired by Borrower while any Borrowed Amount is outstanding, except for shares of the Company's Common Stock acquired pursuant to a request for confidential treatmentthe Company's 1996 Employee Stock Purchase Plan, and such material has been filed separately with (ii) a second deed of trust on Borrower's principal residence under the SECterms of a Security Agreement dated as of the date hereof and is subject to all the provisions thereof. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request Should any action be instituted for confidential treatmentthe collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by Borrower. The holder of this Note shall have full recourse against Borrower, and such material has been filed separately with shall not be required to proceed against the SECcollateral securing this Note in the event of default. /s/ Dennxx X. Xxxxxxx ---------------------------- DENNXX X. XXXXXXX EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation SECURITY AGREEMENT This Security Agreement is made as of June 25, 1997 by and between Raster Graphics, Inc., a Delaware corporation (the "Company"), and Dennxx X. Xxxxxxx ("BuyerXorrower") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------).

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. The parties hereto have executed this Escrow Secured Loan Agreement as of the date day and year first above written. BUYER: DURECT CORPORATION By:________________________________________ XXXXX X. XXXXXX /s/ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ Xxxxxx ------------------------------------------------------ (printSignature) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx XxxxxxxxxXxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant ---------------------------------------------- LJL BIOSYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------------------ Title: Vice President of Finance and Administration ------------------------------------------------ EXHIBIT A SECURED PROMISSORY NOTE $190,000 Santa Clara, California April 28, 1998 FOR VALUE RECEIVED, Xxxxx X. Xxxxxx ("BORROWER") promises to pay to LJL BioSystems, Inc., a request Delaware corporation (the "COMPANY"), the principal sum of One Hundred Ninety-Thousand Dollars ($190,000), together with interest (if any) on the unpaid principal hereof from the date hereof. Such principal sum shall not accrue interest subject to Borrower's compliance with Section 7872 of the Internal Revenue Code and the regulations and proposed regulations thereunder. If Borrower fails to comply with such section and regulations, the Note shall bear interest compounded semi-annually at the adjusted federal rate on the date of this Note (5.83%). All principal and accrued interest (if any) shall be due and payable in full on the earliest of (a) February 15, 2008, (b) the termination of Borrower's employment or consulting relationship with the Company for confidential treatmentany reason (or for no reason), provided that if the Company terminates Borrower without cause, the principal and accrued interest (if any) shall be due and payable six (6) months from the date of termination or (c) the date of any sale, conveyance, assignment, alienation or any other form of transfer of the Shares (as defined in the Loan Agreement defined below) or Buyer's Principal Residence (as defined in the Loan Agreement) (excluding transfers of the Shares to family members or trusts that agree to be bound by the term of this note and the Loan Agreement and the Security Agreement (as defined below) and excluding the sale of Shares on the public market if the value of the remaining vested Shares pledged to the Company on the date of such sale equals at least 50% of the amount of this Note). Subject to Borrower's continued employment with the Company, on the sixth anniversary of February 15, 1998, and such material has been filed separately on each annual anniversary thereafter, 20% of the principal amount of this Note shall be forgiven and canceled. Payments of principal and interest (if any) shall be made in lawful money of the United States of America and shall be credited first to the accrued interest, with the SECremainder applied to principal. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant Borrower may at any time prepay all or any portion of the principal or interest owing hereunder. This Note is subject to the terms of a request for confidential treatmentSecured Loan Agreement, dated as of April 28, 1998 by and between the Company and Borrower (the "LOAN AGREEMENT") and is subject to all the provisions thereof, and such material has been filed separately with is secured by a pledge of Common Stock of the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation Company underlying certain stock option grants and a second deed of trust on Borrower's principal residence under the terms of a Security Agreement dated April 28, 1998 (the "BuyerSECURITY AGREEMENT") and is subject to all the following named persons with title provisions thereof. Should any action be instituted for the collection of this Note, the reasonable costs and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------attorneys' fees therein of the holder shall be paid by Borrower. The holder of this Note shall have full recourse against Borrower, and shall not be required to proceed against the collateral securing this Note in the event of default.

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. [Signature Page Follows] The parties hereto have executed this Escrow Security Agreement as of the date day and year first above written. BUYERXXXXX X. XXXXXX /s/ Xxxxx X. Xxxxxx ------------------------------------------------------ (Signature) Address: DURECT CORPORATION 000 Xxxxxx Xxxxxx ---------------------------------------------- Xxxx Xxxx, XX 00000 ---------------------------------------------- LJL BIOSYSTEMS, INC. By:: /s/ Xxxxxx X. Xxxxx ----------------------------------------------- Title: Vice President of Finance and Administration ----------------------------------------------- EXHIBIT B-1 ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED I hereby sell, assign and transfer unto LJL BioSystems, Inc., a Delaware Corporation, (the "Company") (_____________________) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No(s).___________________ Xxxxx herewith and do hereby irrevocably constitute and appoint Xxxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President of Finance and General Counsel SELLERAdministration of the Company or his designee to transfer said stock on the books of the within-named corporation with full power of substitution in the premises. Dated: IntraEAR, Inc. ---------------- Signature: /s/ Xxxxx X. Xxxxxxx Xxxxxxxx, President 0000 Xxxxxx ---------------------- XXXXX X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:This Assignment Separate from Certificate was executed in conjunction with the terms of a Security Agreement between the above assignor and the Company dated ________________________________________ Name:______________________________________ (print) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx Xxxxxxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC1998. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted B-2 CONSENT OF SPOUSE I, XXXXXX X. XXXXXX, spouse of Xxxxx X. Xxxxxx, have read and approved the foregoing Secured Loan Agreement and the exhibits thereto (the "AGREEMENT"). In consideration of granting of the right to my spouse to borrow funds as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights under such Agreement or in any property or any shares of LJL BioSystems, Inc. serving as collateral pursuant thereto under the community property laws of the State of California or similar laws relating to a request for confidential treatment, and such material has been filed separately with marital property in effect in the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation ("Buyer") state of our residence as of the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------date of the signing of the Agreement.

Advice of Legal Counsel. Each party acknowledges and represents ----------------------- that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof. *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. [Signature Page Follows] The parties hereto have executed this Escrow Security Agreement as of the date day and year first above written. BUYER: DURECT CORPORATION By:________________________________________ XXXXX X. XXXXXXXXX /s/ Xxxxx X. Xxxxx, Chief Executive Officer 00000 Xxxx Xxxx Cupertino, CA 95014 Attn: Xxxx Xxx, Vice President and General Counsel SELLER: IntraEAR, Inc. X. Xxxxxxx Xxxxxxxx, President 0000 X. Xxxxxxxx Avenue, Suite 110 Greenwood Village, CO 80111 Attn: President ESCROW AGENT: XXXXXX TRUST COMPANY OF CALIFORNIA, as Escrow Agent By:________________________________________ Name:______________________________________ Xxxxxxxxx --------------------------------------- (printSignature) Title:_____________________________________ Address: 000 Xxxxx Xxxxxxxx 0000 000xx Xx., #4900 Los Angeles, CA 90017 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. SELLER'S REPRESENTATIVE ___________________________________________ Xxxxxx Xxxxxxxx Address:6385 S. Xxxxxxxx Xxx XxxxxxxxxXX ---------------------------- Xxxx Xxxxx, XX 00000 SIGNATURE PAGE TO EXCROW AGREEMENT *Material has been omitted pursuant ---------------------------- ---------------------------- POINTSHARE CORPORATION By: /s/ X. Xxxxxxxxx ------------------------------------ Title: CEO --------------------------------- Address: 0000 000xx Xxxxxx XX, Xxxxx 000 Xxxxxxxx, XX 00000 EXHIBIT B-1 ----------- ASSIGNMENT SEPARATE FROM CERTIFICATE ------------------------------------ FOR VALUE RECEIVED I hereby sell, assign and transfer unto Pointshare Corporation, a Delaware corporation, (the "Company") Five Hundred Twenty-Two Thousand (522,000) shares of the Company's Common Stock standing in my name on the books of said corporation and represented by Certificate No. C-8 herewith and do hereby irrevocably constitute and appoint Xxxxxxxxxxx X. Xxxxxxx, Secretary of the Company to a request for confidential treatment, and such material has been filed separately transfer said stock on the books of the Company with full power of substitution in the premises. Dated: December 2,1999 Signature: /s/ Xxxxx X. Xxxxxxxxx ------------------- Xxxxx X. Xxxxxxxxx This Assignment Separate from Certificate was executed in conjunction with the SECterms of a Security Agreement between the above assignor and the Company dated December 2, 1999. EXHIBIT A SELLER STOCKHOLDERS/ESCROW SHARES --------------------------------- *Material has been omitted pursuant to a request for confidential treatmentB-2 ----------- CONSENT OF SPOUSE ----------------- I, Xxxxx Xxxxxxxxx, spouse of Xxxxx X. Xxxxxxxxx, have read and such material has been filed separately with --------------- approved the SEC. EXHIBIT B AUTHORIZED SIGNATORIES ---------------------- For Durect Corporation foregoing Secured Loan Agreement and the exhibits thereto ("Buyer") the following named persons with title and specimen signature shown below: Name Title Signature ----------------------- ---------------------------- --------------------the