Common use of Liability of the Escrow Agent; Withdrawal Clause in Contracts

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the other parties hereto in connection with the subject matter of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the Escrow Agent may have knowledge thereof, and Escrow Agent's rights and responsibilities shall be governed solely by this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction or request furnished to it hereunder believed by it to be genuine and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge that the Escrow Agent shall be entitled to distribution plan payments, shareholder service fees, administrative service fees or similar fees paid by such money market mutual companies, distributors or agents. The parties hereby consent to the Escrow Agent’s receipt of such fees and that the interest paid on the funds in the escrow shall be net of such fees. Purchaser and the Seller, jointly and severally, agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any losses, liabilities, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith or intentional misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser and the Seller, any such indemnification of the Escrow Agent shall be payable one- half by Purchaser and one -half by the Seller. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Agreement. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) days’ prior written notice to Purchaser and the Seller and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Purchaser and the Seller in writing, or by any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. Prior to the effectiveness of such resignation, Purchaser and the Seller shall appoint a new Escrow Agent, which shall be a bank or national banking association. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) and (b) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund to a successor Escrow Agent.

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of The Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the other parties hereto in connection with the subject matter of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the Escrow Agent may have knowledge thereof, and Escrow Agent's rights and responsibilities shall be governed solely by this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction or request furnished to it hereunder believed by it to be genuine and Escrow Agent may rely and act upon, and shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its reasonable judgment, and may rely conclusively and shall be [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. protected in acting upon any court order, reasonable advice of counsel chosen by the Escrow Agent, or document executed by BHC and/or Cerus authorizing action (or inaction) in accordance with these instructions by the Escrow Agent (not acting upononly as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any such document, agreement, instruction information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or requestpresented by the proper person(s). The Escrow Agent shall not be held liable for any error in no way judgment made in good faith by an officer of the Escrow Agent unless it shall be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge proved that the Escrow Agent shall be entitled to distribution plan payments, shareholder service fees, administrative service fees was negligent in ascertaining the pertinent facts or similar fees paid by such money market mutual companies, distributors or agentsacted intentionally in bad faith. The parties hereby consent Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent’s receipt Agent signed by the proper party or parties and, if the duties or rights of such fees the Escrow Agent are affected, unless it shall give its prior written consent thereto. The Escrow Agent may execute ministerial and that the interest paid on the funds in the escrow shall be net of such feesrecord keeping responsibilities hereunder through its authorized agents. Purchaser BHC and the Seller, jointly and severally, Cerus agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any lossesloss, liabilitiesliability, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith or intentional misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry carrying out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser and In the Seller, any such indemnification of event that the Escrow Agent shall be payable one- half by Purchaser and one -half by become involved in any arbitration or litigation relating to the Seller. The foregoing indemnities in this paragraph shall survive the resignation or substitution of Escrow Fund, the Escrow Agent is authorized to comply with any decision reached through such arbitration or the termination of this Agreementlitigation. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) 30 days’ prior written notice to Purchaser BHC and the Seller Cerus and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Purchaser BHC and the Seller Cerus in writing, or by any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. Prior to the effectiveness of such resignation, Purchaser BHC and the Seller Cerus shall appoint a new Escrow Agent, which shall be a bank or national banking association. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) and (b) the day day, which is thirty (30) 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund to a successor Escrow Agent.

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of The Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the other parties hereto in connection with the subject matter of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the Escrow Agent may have knowledge thereof, and Escrow Agent's rights and responsibilities shall be governed solely by this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction or request furnished to it hereunder believed by it to be genuine and Escrow Agent may rely and act upon, and shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its reasonable judgment (other than acts of gross negligence or willful misconduct), and may rely conclusively and shall be protected in acting upon any court order (including without limitation any court order regarding disbursement of any amount of the Escrow Fund), reasonable advice of counsel (whether such counsel shall be regularly retained or specifically employed) chosen by the Escrow Agent, or document executed by Purchaser and the Seller authorizing action (or inaction) in accordance with these instructions by the Escrow Agent (not acting upononly as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any such documentinformation therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or presented by the proper person(s). Concurrent with the execution of this Escrow Agreement, agreement, instruction or requestthe Parties shall deliver to the Escrow Agent authorized signers’ forms in the form of Schedule II-1 and Schedule II-2 to this Escrow Agreement. The Escrow Agent shall not be held liable for any error in no way judgment made in good faith by an officer of the Escrow Agent unless it shall be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge proved that the Escrow Agent shall be entitled to distribution plan payments, shareholder service fees, administrative service fees was grossly negligent in ascertaining the pertinent facts or similar fees paid by such money market mutual companies, distributors or agentsacted with willful misconduct. The parties hereby consent Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent’s receipt Agent signed by the proper party or parties and, if the duties or rights of such fees the Escrow Agent are affected, unless it shall give its prior written consent thereto. The Escrow Agent may execute customary ministerial and that the interest paid on the funds in the escrow shall be net of such feesrecord keeping responsibilities hereunder through its authorized agents. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. Purchaser ,Seller and the SellerControlling Shareholders agree, jointly and severally, agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any lossesloss, liabilitiesliability, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith negligence or intentional willful misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry carrying out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser and the Seller, any such indemnification of the Escrow Agent shall be payable one- half by Purchaser and one -half by the Seller. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Agreement. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) days’ prior written notice to Purchaser and In the Seller and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Purchaser and the Seller in writing, or by any court of competent jurisdiction, whereupon event that the Escrow Agent shall be discharged of and from become involved in any and all further obligations arising arbitration or litigation relating to the Escrow Deposit, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. To the extent reasonably practicable, the parties agree to pursue any redress or recourse in connection with this Agreement. Prior to the effectiveness of such resignation, Purchaser and the Seller shall appoint a new Escrow Agent, which shall be a bank or national banking association. The resignation of any dispute without making the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) and (b) the day which is thirty (30) days after the date of delivery of its written notice of resignation party to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund to a successor Escrow Agentsame.

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of The Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the other parties hereto in connection with the subject matter of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the Escrow Agent may have knowledge thereof, and Escrow Agent's rights and responsibilities shall be governed solely by this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction or request furnished to it hereunder believed by it to be genuine and Escrow Agent may rely and act upon, and shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its reasonable judgment, and may rely conclusively and shall be EXECUTION Exhibit B-1 RESTRUCTURING AND SETTLEMENT AGREEMENT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. protected in acting upon any court order, reasonable advice of counsel chosen by the Escrow Agent, or document executed by BHC and/or Cerus authorizing action (or inaction) in accordance with these instructions by the Escrow Agent (not acting upononly as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any such document, agreement, instruction information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or requestpresented by the proper person(s). The Escrow Agent shall not be held liable for any error in no way judgment made in good faith by an officer of the Escrow Agent unless it shall be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge proved that the Escrow Agent shall be entitled to distribution plan payments, shareholder service fees, administrative service fees was negligent in ascertaining the pertinent facts or similar fees paid by such money market mutual companies, distributors or agentsacted intentionally in bad faith. The parties hereby consent Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent’s receipt Agent signed by the proper party or parties and, if the duties or rights of such fees the Escrow Agent are affected, unless it shall give its prior written consent thereto. The Escrow Agent may execute ministerial and that the interest paid on the funds in the escrow shall be net of such feesrecord keeping responsibilities hereunder through its authorized agents. Purchaser BHC and the Seller, jointly and severally, Cerus agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any lossesloss, liabilitiesliability, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith or intentional misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry carrying out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser and In the Seller, any such indemnification of event that the Escrow Agent shall be payable one- half by Purchaser and one -half by become involved in any arbitration or litigation relating to the Seller. The foregoing indemnities in this paragraph shall survive the resignation or substitution of Escrow Fund, the Escrow Agent is authorized to comply with any decision reached through such arbitration or the termination of this Agreementlitigation. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) 30 days’ prior written notice to Purchaser BHC and the Seller Cerus and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Purchaser BHC and the Seller Cerus in writing, or by any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement. Prior to the effectiveness of such resignation, Purchaser BHC and the Seller Cerus shall appoint a new Escrow Agent, which shall be a bank or national banking association. The resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including a court of competent jurisdiction) and (b) the day day, which is thirty (30) 30 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund to a successor Escrow Agent.

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of (a) The Escrow Agent with respect shall not be liable for any action taken or omitted by it, or any action permitted by it to any and all matters pertinent heretobe taken or omitted, in good faith, and no implied duties or obligations in the exercise of its own best judgment, and may rely conclusively and shall be read into protected in acting on any order, notice, demand, certificate, opinion or advice of counsel, statement, instrument, report or other document which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person(s). The Escrow Agent shall not be liable for any error in judgment made in good faith by an officer of the Escrow Agent unless it is proved that the Escrow Agent was grossly negligent, engaged in willful misconduct, acted in bad faith or acted illegally. The Escrow Agent shall not be bound by any notice of demand or any waiver, modification, termination or rescission of this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes or any of the entire agreement between terms hereof, unless evidenced by a writing delivered to the Escrow Agent and signed by the other proper party or parties hereto in connection with and, if the subject matter duties or rights of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the are affected, unless it shall give its written consent thereto. (b) The Escrow Agent may have knowledge thereofconclusively rely on, and Escrow Agent's rights and responsibilities shall be governed solely protected, indemnified and held harmless by this Escrow AgreementParent and the Company jointly and severally for, the sufficiency or accuracy of the form of and information contained in, and the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, and of the signatures or endorsements thereon, and for any description therein. The Escrow Agent acts hereunder as a depository only, and is shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity respect on account of the subject matter identity, authority or rights of this Escrow Agreement the persons executing or any part thereofdelivering, or for purporting to execute or deliver, any document, property or this Agreement. (c) If the form of execution thereofEscrow Agent becomes involved in any arbitration or litigation relating to the Deposit, the Escrow Agent is authorized to comply with any decision reached through such arbitration or for the identity or authority of any person executing or depositing such subject matter. litigation. (d) The Escrow Agent shall be under no duty have the right to investigate or inquire as resign upon 30 days written notice to the validity or accuracy Company and the Parent. In the event of any documentsuch resignation, agreement, instruction or request furnished Company and Parent shall appoint a successor escrow agent hereunder by delivering to it hereunder believed by it to be genuine and the Escrow Agent may rely and act upona written notice of such appointment. Upon receipt of such notice, and shall not be liable for acting or not acting upon, any such document, agreement, instruction or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge that the Escrow Agent shall be entitled to distribution plan payments, shareholder service fees, administrative service fees or similar fees paid by such money market mutual companies, distributors or agents. The parties hereby consent deliver to the Escrow Agent’s receipt of such fees designated successor escrow agent all money and that the interest paid on the funds in the escrow other property held hereunder and shall thereupon be net of such fees. Purchaser released and the Seller, jointly and severally, agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any losses, liabilities, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith or intentional misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser and the Seller, any such indemnification of the Escrow Agent shall be payable one- half by Purchaser and one -half by the Seller. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Agreement. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) days’ prior written notice to Purchaser and the Seller and delivering the Escrow Fund to any successor Escrow Agent jointly designated by Purchaser and the Seller in writing, or by any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with responsibilities whatsoever under this Agreement. Prior to the effectiveness of such resignation; provided, Purchaser and the Seller shall appoint a new Escrow Agenthowever, which shall be a bank or national banking association. The resignation of the Escrow Agent will take effect on shall refund a prorated portion of its annual administration fee for the earlier of (a) period subsequent to its resignation. If at the appointment of a successor (including a court of competent jurisdiction) and (b) the day which time that is thirty (30) 30 days after the date of delivery of its written notice of the Escrow Agent’s resignation to the other parties hereto. If at that time notice, the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund Deposit until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto. In the alternative, the Escrow Agent may petition a court of competent jurisdiction to appoint a successor escrow agent or deliver the Deposit to a court of competent jurisdiction and thereupon have no further responsibilities or duties in connection therewith. (e) The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Deposit, or if the Escrow Agent shall be unsure as to its rights or duties hereunder, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Deposit until such dispute or uncertainty shall have been settled either by (i) mutual agreement by the parties concerned, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute, or (ii) the Escrow Agent’s receipt of a final, non-appealable order of a court of competent jurisdiction deciding the underlying dispute or resolving the uncertainty together with a certification from one of the parties hereto, certifying that the order is a final and non-appealable order of a court of competent jurisdiction. The Escrow Agent shall be paid any outstanding fees and expenses prior under no duty whatsoever to transferring institute, defend or partake in such proceedings. In the alternative, the Escrow Fund Agent may deliver the Deposit to a successor court of competent jurisdiction and thereupon have no further responsibilities or duties in connection therewith. (f) The Escrow AgentAgent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the advice or opinion of such counsel. (g) Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

Liability of the Escrow Agent; Withdrawal. This Escrow Agreement expressly and exclusively sets forth the duties of The Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. This Escrow Agreement constitutes the entire agreement between the Escrow Agent and the other parties hereto in connection with the subject matter of this escrow, and no other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with Escrow Agent or the Escrow Agent may have knowledge thereof, and Escrow Agent's rights and responsibilities shall be governed solely by this Escrow Agreement. Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of the subject matter of this Escrow Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction or request furnished to it hereunder believed by it to be genuine and Escrow Agent may rely and act upon, and shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its reasonable judgment (other than acts of gross negligence, bad faith or willful misconduct) and, in connection therewith, may rely conclusively and shall be protected in acting upon any court order (including without limitation any court order regarding disbursement of amounts from the Escrow), reasonable advice of counsel (whether such counsel shall be regularly retained or specifically employed) chosen by the Escrow Agent, or document executed by the Acquiror and Stockholder Representative authorizing action (or inaction) in accordance with these instructions by the Escrow Agent (not acting upononly as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any such document, agreement, instruction information therein contained) which is reasonably believed by the Escrow Agent to be genuine and to be signed or requestpresented by the proper person(s). The Escrow Agent shall not be held liable for any error in no way judgment made in good faith by an officer of the Escrow Agent unless it shall be responsible for notifying, nor shall it be its duty to notify, any party hereto or any other party interested in this Escrow Agreement of any payment required or maturity occurring under this Escrow Agreement or under the terms of any instrument deposited herewith. The parties(except Escrow Agent) acknowledge proved that the Escrow Agent was grossly negligent in ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent shall not be entitled bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to distribution plan paymentsthe Escrow Agent signed by the proper party or parties and, shareholder service feesif the duties or rights of the Escrow Agent are affected, administrative service fees or similar fees paid by such money market mutual companies, distributors or unless it shall give its prior written consent thereto. The Escrow Agent may execute ministerial and record keeping responsibilities hereunder through its authorized agents. The parties hereby consent to the Escrow Agent’s receipt of such fees and that the interest paid on the funds in the escrow shall be net of such fees. Purchaser Acquiror and the SellerStockholder Representative agree, jointly and severally, agree to indemnify the Escrow Agent for, and to hold it harmless from and against, any lossesloss, liabilitiesliability, claims, actions, damages or expenses (including reasonable expenses and disbursements of its counsel) incurred without gross negligence, bad faith or intentional willful misconduct on the part of the Escrow Agent arising out of or in connection with its entering into this Agreement and attempting to carry carrying out its duties hereunder, including the reasonable costs and expenses of defending itself against any such claim or liability. As between Purchaser the Acquiror and the SellerStockholder Representative, one-half of any such indemnification of the Escrow Agent shall payment made pursuant to this paragraph will be payable one- half by Purchaser and one -half paid by the SellerAcquiror and one-half will be paid by the Stockholder Representative. The foregoing indemnities in this paragraph shall survive the resignation or substitution of the Escrow Agent or the termination of this Agreement. In the event that the Escrow Agent shall become involved in any arbitration or litigation relating to the Escrow, the Escrow Agent is authorized to comply with any decision reached through such arbitration or litigation. The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by giving thirty (30) 30 days’ prior written notice (specifying the effective date of such resignation) to Purchaser the Acquiror and the Seller Stockholder Representative and delivering the Escrow Fund Amount to any successor Escrow Agent jointly designated by Purchaser the Acquiror and the Seller Stockholder Representative in writing, or by any court of competent jurisdiction, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this AgreementAgreement except for liability arising in connection with its gross negligence, bad faith or willful misconduct. Prior to the effectiveness of such resignation, Purchaser the Acquiror and the Seller Stockholder Representative shall appoint a new Escrow Agent, which shall be a bank or national banking association. The In the event the Acquiror and the Stockholder Representative do not agree upon a successor Escrow Agent within 30 days after the receipt of such notice, the Escrow Agent so resigning may petition any court of competent jurisdiction for the appointment of a successor Escrow Agent or other appropriate relief and any such resulting appointment will be binding upon all parties hereto. Subject to the first and last sentences of this paragraph, the resignation of the Escrow Agent will take effect on the earlier of (a) the appointment of a successor (including by a court of competent jurisdiction) and (b) the day which is thirty (30) days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time shall be to retain and safeguard the Escrow Fund until receipt of a designation of successor Escrow Agent or a joint written disposition instruction by the other parties hereto or a final non-appealable order of a court of competent jurisdiction). The Escrow Agent shall be paid any outstanding fees and expenses prior to transferring the Escrow Fund Amount to a successor Escrow Agent. By mutual agreement, the Acquiror and the Stockholder Representative will have the right at any time upon not less than 10 days’ written notice to the Escrow Agent to terminate their appointment of the Escrow Agent, or successor Escrow Agent, as Escrow Agent. The Escrow Agent or successor Escrow Agent will continue to act as Escrow Agent until a successor is appointed and qualified to act as Escrow Agent.