Common use of Limitation of the Escrow Agent’s Liability Clause in Contracts

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase Agreement. In all questions arising under this Agreement or the Purchase Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreement, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of Section 5 of this Agreement. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; 5 or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and Mpath will pay the Escrow Agent (subject to reimbursement from the Holders pursuant to Section 4) all costs, expenses and reasonable attorneys’ attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement4). (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Purchaser and the Stockholders’ Representative (solely in its representative capacity on behalf of the Stockholders) agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse the Escrow Agent will and its affiliates and their respective successors, assigns, directors, agents and employees (the “Escrow Agent Indemnitees”) from and against any and all losses and any other expenses, fees or charges of any character or nature, including, without limitation, attorney’s fees and expenses, which any Escrow Agent Indemnitee may incur no liability or with respect which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising out of or in connection with (i) the Escrow Agent’s performance of this Agreement, except to the extent that such losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence or willful misconduct of such Escrow Agent Indemnitee; and (ii) the Escrow Agent having followed any instructions or directions, whether joint or singular, from the Stockholders’ Representative or the Purchaser received in accordance with this Agreement. The Purchaser and the Stockholders’ Representative hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent or an Escrow Agent Indemnitee. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Escrow Agent Indemnitee any amounts due to the Escrow Agent or to an Escrow Agent Indemnitee under Section 8 or this Section 9. The obligations set forth in this Section 9 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement good faith except to the extent that the Escrow Agent’s gross negligence or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligenceare determined by a court of competent jurisdiction through a final order to have been the cause of any direct loss to either Party. The Escrow Agent will not may execute any of its powers and perform any of its duties hereunder directly or through its agents, representatives, attorneys, custodians and/or nominees. In the event the Escrow Agent shall be responsible for uncertain, or believes there is some ambiguity, as to its duties or rights hereunder, or receives instructions, claims or demands from any Party which, in the validity or sufficiency Escrow Agent’s judgment, conflict with the provisions of this Agreement Agreement, or if the Purchase Agreement. In all questions arising under this Agreement or Escrow Agent receives conflicting instructions from the Purchase AgreementParties, the Escrow Agent may rely on shall be entitled either to (i) refrain from taking any action until it shall be given either (A) a joint written direction executed by Authorized Representatives of the advice Parties which eliminates such conflict, or (B) a court order issued by a court of counsel, and for anything done, omitted or suffered in good faith by competent jurisdiction (it being understood that the Escrow Agent based on shall be entitled conclusively to rely and act upon any such advicecourt order and shall have no obligation to determine whether any such court order is final) or by a final court order, the Escrow Agent will not be liable to anyoneor (ii) file an action in interpleader. The Escrow Agent will not be required to take any action under Anything in this Agreement or to the Purchase Agreement involving any expense unless the payment of such expense is made or provided for contrary notwithstanding, in a manner satisfactory to it. In no event shall the Escrow Agent be liableliable for special, directly or indirectlyincidental, for any (i) damages or expenses arising out of the services provided hereunderpunitive, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special indirect or consequential damagesloss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the possibility likelihood of such damages. (b) In the event conflicting demands are made loss or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreement, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both damage and regardless of the following: (i) resign so a successor can be appointed pursuant to Section 6 form of this Agreement; or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of Section 5 of this Agreementaction. (c) Newgistics The Parties hereby acknowledge and Prime agree that the value of the Escrow Shares as set forth in Section 4(h) has been negotiated and each of their successors agreed between the Parties and assigns agree to jointly and severally indemnify and hold that the Escrow Agent harmless against shall not be liable or responsible for any and all lossesdiminution in value, claimsor fluctuation in value, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on with respect to the Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited Shares due to any litigation arising from this Agreement decrease or involving its subject matter. The indemnification provided by this Section shall survive increase (or any subsequent decrease or increase) in the resignation or removal fair market value of the Escrow Agent and Purchaser Common Stock following the termination date of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 5 of this Agreement; Agreement or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and Corgentech will pay the Escrow Agent (subject to reimbursement from the Participating Stockholders pursuant to Section 4) all costs, expenses and reasonable attorneys’ attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 4 of this Agreement). (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) Parent, Founders and the Shareholders’ Representative agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse the Escrow Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Escrow Agent Indemnitees”) from and against any and all Losses arising out of or in connection with (i) the Escrow Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence, willful misconduct, or bad faith of such Escrow Agent Indemnitee; and (ii) the Escrow Agent’s following any instructions or directions, whether joint or singular, from the Shareholders’ Representative or Parent received in accordance with this Agreement. Parent and the Shareholders’ Representative hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent or an Escrow Agent Indemnitee. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Escrow Agent Indemnitee any amounts due to the Escrow Agent or to an Escrow Agent Indemnitee under Section 9 or this Section 10. The obligations set forth in this Section 10 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. (b) The Escrow Agent will incur no liability with respect to shall not be liable for any action taken, suffered or omitted to be taken or suffered by it in reliance upon any noticegood faith except to the extent that the Escrow Agent’s gross negligence, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligencebad faith are determined by a court of competent jurisdiction through a final order to have been the cause of any direct loss to either Party. The Escrow Agent will not be responsible for may execute any of its powers and perform any of its duties hereunder directly or through its Affiliates. In the validity event the Escrow Agent receives instructions, claims or sufficiency demands from any Party which conflict with the provisions of this Agreement Agreement, or if the Purchase Agreement. In all questions arising under this Agreement or Escrow Agent receives conflicting instructions from the Purchase AgreementParties, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not shall be liable entitled either to anyone. The Escrow Agent will not be required to take (i) refrain from taking any action under until it shall be given a joint written direction executed by Authorized Representatives of the Parties which eliminates such conflict, or by a final court order, or (ii) file an action in interpleader. Anything in this Agreement or to the Purchase Agreement involving any expense unless the payment of such expense is made or provided for contrary notwithstanding, in a manner satisfactory to it. In no event shall the Escrow Agent be liableliable for special, directly or indirectlyincidental, for any (i) damages or expenses arising out of the services provided hereunderpunitive, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special indirect or consequential damagesloss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the possibility likelihood of such damages. (b) In the event conflicting demands are made loss or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreement, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both damage and regardless of the following: (i) resign so a successor can be appointed pursuant to Section 6 form of this Agreement; or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of Section 5 of this Agreementaction. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase Agreement. In all questions arising under this Agreement or the Purchase Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund or should a third party make a claim on such Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both any of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; or 10, (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) retain all or any of the Escrow Fund in its possession, without liability to anyone, until such dispute shall have been settled as contemplated in Section 6. In no event shall the Escrow Agent be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability of the Escrow Agent unless it shall have been furnished with acceptable indemnification. In the event such an interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All , and the non-prevailing party in such dispute will pay the Escrow Agent all costs, expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 8 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.Section

Limitation of the Escrow Agent’s Liability. (a) The parties acknowledge and agree that the Escrow Agent shall not be responsible for any of the agreements referred to herein or in the Purchase Agreement but shall only be obligated for the performance of such duties as are specifically set forth herein. The Escrow Agent (and its directors, officers and employees) will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorizedto have been signed by the proper person (and shall have no responsibility to determine the authenticity or accuracy thereof), nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. In no event shall the Escrow Agent be liable for indirect consequential damages. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions, including the amount of Escrow Amount. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel (which may be in-house counsel), and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly have any liability under this Agreement for investment losses incurred on any investment or indirectly, for any (i) damages or expenses arising out reinvestment of the services provided hereunder, other than damages which result from Escrow Fund made in accordance with the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised terms of the possibility of such damagesthis Agreement. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund or should a third party make a claim on such Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both any of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; or 7, (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) retain all or any of the Escrow Fund in its possession, without liability to anyone, until such dispute shall have been settled as contemplated in Section 4. In no event shall the Escrow Agent be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability of the Escrow Agent unless it shall have been furnished with acceptable indemnification. In the event such an interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and the non-prevailing party in such dispute will pay the Escrow Agent all costs, expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 5 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.Section

Limitation of the Escrow Agent’s Liability. RESPONSIBILITIES OF --------------------------------------------------------------- THE ESCROW AGENT. The Escrow Agent's responsibility and liability under this ---------------- Agreement shall be limited as follows: (ai) the Escrow Agent does not represent, warrant or guaranty to the holders of the Notes from time to time the performance of the Company; (ii) the Escrow Agent shall have no responsibility to the Company or the holders of the Notes or the Trustee from time to time as a consequence of performance or non-performance by the Escrow Agent hereunder, except for any gross negligence or willful misconduct of the Escrow Agent; (iii) the Company shall remain solely responsible for all aspects of the Company's business and conduct; and (iv) the Escrow Agent is not obligated to supervise, inspect or inform the Company or any third party of any matter referred to above; provided that nothing contained in this Section 4 shall limit the -------- liability of the Escrow Agent for breach of its responsibilities as provided in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent, nor shall the Escrow Agent be bound by the provisions of any agreement beyond the specific terms hereof. Specifically and without limiting the foregoing, the Escrow Agent shall in no event have any liability in connection with its investment, reinvestment or liquidation, in good faith and in accordance with the terms hereof, of any funds or U.S. Government Securities held by it hereunder, including without limitation any liability for any delay not resulting from gross negligence or willful misconduct in such investment, reinvestment or liquidation, or for any loss of principal or income incident to any such delay. In addition to the extent the Escrow Agent has not received written investment instructions from the Company it shall have no duty to invest any funds deposited in the Escrow Account, and it shall not be liable for any lost interest as a result thereof. The Escrow Agent will incur no liability shall be entitled to rely upon any judicial order or judgment, upon any written opinion of counsel or upon any certification, instruction, notice, or other writing delivered to it by the Company or the Trustee in compliance with respect the provisions of this Agreement without being required to determine the authenticity or the correctness of any action taken fact stated therein or suffered by it the propriety or validity of service thereof. The Escrow Agent may act in reliance upon any notice, direction, instruction, consent, statement instrument comporting with the provisions of this Agreement or other document signature believed by it to be genuine and may assume that any person purporting to give notice or receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized, nor for authorized to do so. At any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase Agreement. In all questions arising under this Agreement or the Purchase Agreementtime, the Escrow Agent may rely on request in writing an instruction in writing from the advice of counselCompany, and for anything donemay at its own option include in such request the course of action it proposes to take and the date on which it proposes to act, omitted or suffered regarding any matter arising in connection with its duties and obligations hereunder; provided, however, that the Escrow Agent shall state in such request -------- ------- that it believes in good faith by that such proposed course of action is consistent with another identified provision of this Agreement. The Escrow Agent shall not be liable to the Company for acting without the Company's consent in accordance with such a proposal on or after the date specified therein if (i) the specified date is at least two business days after the Company receives the Escrow Agent based on such adviceAgent's request for instructions and its proposed course of action, and (ii) prior to so acting, the Escrow Agent will has not be liable to anyonereceived the written instructions requested from the Company. The Escrow Agent will not be required may act pursuant to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment written advice of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent counsel chosen by it with respect to any amounts held in escrow pursuant matter relating to this AgreementAgreement and (subject to Section 4(a)(ii)) shall not be liable for any action taken or omitted in accordance with such advice. The Escrow Agent shall not be called upon to advise any party as to selling or retaining, or taking or refraining from taking any action with respect to, any securities or other property deposited hereunder. In the event of any ambiguity in the provisions of this Agreement with respect to any funds or property deposited hereunder, the Escrow Agent will have the absolute rightshall be entitled to refuse to comply with any and all claims, at demands or instructions with respect to such funds or property, and the Escrow Agent’s electionAgent shall not be or become liable for its failure or refusal to comply with conflicting claims, demands or instructions. The Escrow Agent shall be entitled to do refuse to act until either any conflicting or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; adverse claims or (ii) file a suit in interpleader and obtain an order from demands shall have been finally determined by a court of competent jurisdiction requiring or settled by agreement between the parties conflicting claimants as evidenced in a writing, satisfactory to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is broughtEscrow Agent, or the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended shall have received security or incurred by an indemnity satisfactory to the Escrow Agent pursuant sufficient to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of Section 5 of this Agreement. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold save the Escrow Agent harmless from and against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by which the Escrow Agent’s gross negligence, bad faith Agent may incur by reason of its acting. The Escrow Agent may in addition elect in its sole option to commence an interpleader action or willful misconductseek other judicial relief or orders as the Escrow Agent may deem necessary. No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; 5 or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and HearMe will pay the Escrow Agent (subject to reimbursement from the Holders pursuant to Section 4) all costs, expenses and reasonable attorneys’ attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement4). (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 5 of this Agreement; Agreement or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and Corgentech will pay the Escrow Agent (subject to reimbursement from the Participating Stockholders pursuant to Section 4) all costs, expenses and reasonable attorneys’ attorney’s fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 4 of this Agreement). (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Company and the Investors’ Representative (solely in its representative capacity on behalf of the Investors) agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse the Escrow Agent will and its affiliates and their respective successors, assigns, directors, agents and employees (the “Escrow Agent Indemnitees”) from and against any and all losses and any other expenses, fees or charges of any character or nature, including, without limitation, attorney’s fees and expenses, which any Escrow Agent Indemnitee may incur no liability or with respect which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Agreement or arising 2 NTD: To be the date 5 years from the closing date. out of or in connection with (i) the Escrow Agent’s performance of this Agreement, except to the extent that such losses are determined by a court of competent jurisdiction through a final order to have been caused by the gross negligence or willful misconduct of such Escrow Agent Indemnitee; and (ii) the Escrow Agent having followed any joint instructions or directions from the Investors’ Representative and the Company received in accordance with this Agreement. The Company and the Investors’ Representative hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Fund for the payment of any claim for indemnification, fees, expenses and amounts due to the Escrow Agent or an Escrow Agent Indemnitee. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Escrow Agent Indemnitee any amounts due to the Escrow Agent or to an Escrow Agent Indemnitee under Section 8 or this Section 9. The obligations set forth in this Section 9 shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement good faith except to the extent that the Escrow Agent’s gross negligence or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligenceare determined by a court of competent jurisdiction through a final order to have been the cause of any direct loss to either Party. The Escrow Agent will not may execute any of its powers and perform any of its duties hereunder directly or through its agents, authorized Representatives, attorneys, custodians and/or nominees. In the event the Escrow Agent shall be responsible for uncertain, or believes there is some ambiguity, as to its duties or rights hereunder, or receives instructions, claims or demands from any Party which, in the validity or sufficiency Escrow Agent’s judgment, conflict with the provisions of this Agreement Agreement, or if the Purchase Agreement. In all questions arising under this Agreement or Escrow Agent receives conflicting instructions from the Purchase AgreementParties, the Escrow Agent may rely on shall be entitled either to (i) refrain from taking any action until it shall be given either (A) a joint written direction executed by authorized Representatives of the advice Parties which eliminates such conflict, or (B) a court order issued by a court of counsel, and for anything done, omitted or suffered in good faith by competent jurisdiction (it being understood that the Escrow Agent based on shall be entitled conclusively to rely and act upon any such advicecourt order and shall have no obligation to determine whether any such court order is final) or by a final court order, the Escrow Agent will not be liable to anyoneor (ii) file an action in interpleader. The Escrow Agent will not be required to take any action under Anything in this Agreement or to the Purchase Agreement involving any expense unless the payment of such expense is made or provided for contrary notwithstanding, in a manner satisfactory to it. In no event shall the Escrow Agent be liableliable for special, directly or indirectlyincidental, for any (i) damages or expenses arising out of the services provided hereunderpunitive, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special indirect or consequential damagesloss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the possibility likelihood of such damages. (b) In the event conflicting demands are made loss or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreement, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both damage and regardless of the following: (i) resign so a successor can be appointed pursuant to Section 6 form of this Agreement; or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of Section 5 of this Agreementaction. (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. Concurrent with the execution of this Escrow Agreement, ABE and Securityholders’ Representative, respectively, shall deliver to the Escrow Agent an authorized signers form in the form of Exhibit A-1 and Exhibit A-2 to this Escrow Agreement The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase AgreementEscrow Provisions. In all questions arising under this Agreement or the Purchase AgreementEscrow Provisions, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement Escrow Provisions involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith negligence or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; 5 or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All Escrow Provisions, and ABE will pay the Escrow Agent (and ABE may be reimbursed by the Former IRF Unitholders pursuant to Section 4) all costs, expenses and reasonable attorneys’ attorney’s fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement4). (c) Newgistics ABE and Prime the Former IRF Unitholders and each of their successors and assigns agree to jointly and severally to indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by in the event of the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction, except its own willful misconduct or gross negligence. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or the Purchase Agreement. In all questions arising under this Agreement or the Purchase Agreement, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreement, the Escrow Agent will have the absolute right, at the Escrow Agent’s election, to do either or both of the following: (i) resign so a successor can be appointed pursuant to Section 6 7 of this Agreement; or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All costs, expenses and reasonable attorneys’ fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s rights under this Section 3 will be treated as Extraordinary Fees (as defined below) for the purposes of at Section 5 6 of this Agreement. (c) Newgistics and Prime each Seller and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter, except when due to Escrow Agent’s own gross negligence, bad faith or willful misconduct. The indemnification provided by this Section 3(c) shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct. (e) The Escrow Agent shall not be liable for any action taken or not taken by it in accordance with the direction or consent of the parties or their respective agents, representatives, successors, or assigns, except when due to its own gross negligence, bad faith or willful misconduct. The Escrow Agent shall not be liable for acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority, except when due to its own gross negligence, bad faith or willful misconduct. Concurrent with the execution of this Agreement, Newgistics shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit D to this Agreement.

Limitation of the Escrow Agent’s Liability. (a) The parties acknowledge and agree that the Escrow Agent shall not be responsible for any of the agreements referred to herein but shall only be obligated for the performance of such duties as are specifically set forth herein. The Escrow Agent (and its directors, officers and employees) will incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorizedto have been signed by the proper person (and shall have no responsibility to determine the authenticity or accuracy thereof), nor for any other action or inaction, except its own willful misconduct misconduct, bad faith or gross negligence. In no event shall the Escrow Agent be liable for indirect, special, punitive or consequential damages. The Escrow Agent will not be responsible for the validity or sufficiency of this Agreement or Agreement, including the Purchase Agreementamount of Escrow Shares. In all questions arising under this Agreement or the Purchase Agreement, the Escrow Agent may rely on the advice of counsel (which may be in-house counsel), and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will not be liable to anyone. The Escrow Agent will not be required to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the Escrow Agent be liable, directly or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (b) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Fund or should a third party make a claim on such Escrow Fund, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either or both any of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; or 10, (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves; or (iii) retain all or any of the Escrow Fund in its possession, without liability to anyone, until such dispute shall have been settled as contemplated in Section 6. In no event shall the Escrow Agent be obligated to take any legal or other action hereunder which might in its judgment involve any expense or liability of the Escrow Agent unless it shall have been furnished with acceptable indemnification. In the event such an interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All , and the non-prevailing party in such dispute will pay the Escrow Agent all costs, expenses and reasonable attorneys’ ' fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 8 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 9). The resignation of the Escrow Agent under this Agreementsection shall not affect the right of the Escrow Agent to be paid any amount due to the Escrow Agent hereunder. (c) Newgistics and Prime and each The Escrow Agent shall have no more or less responsibility or liability on account of their successors and assigns agree to jointly and severally indemnify and hold any action or omission of any book-entry depository or subescrow agent employed by the Escrow Agent harmless against than any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of insuch book-house counsel and disbursements that may be imposed on Escrow Agent entry depository or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited subescrow agent has to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and Agent, except to the termination extent that such action or omission of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability book-entry depository or expense finally determined to have been primarily subescrow agent was caused by the Escrow Agent’s 's own gross negligence, bad faith or willful misconduct.

Limitation of the Escrow Agent’s Liability. (a) The Escrow Agent will incur no liability with respect to shall be obligated only for the performance of such duties as are specifically set forth in this Agreement and may rely and shall be protected in relying or refraining from acting on any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document instrument reasonably believed by it to be genuine and duly authorized, nor for any other action to have been signed or inaction, except its own willful misconduct presented by the proper party or gross negligenceparties. The Escrow Agent will shall not be liable or responsible for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the validity exercise of reasonable judgment, and any act done or sufficiency omitted pursuant to the advice of this Agreement counsel knowledgeable as to such matters shall be conclusive evidence of such good faith. (b) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, excepting the Purchase Agreementinstructions specified herein and orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In all questions arising under this Agreement case the Escrow Agent obeys or the Purchase Agreementcomplies with any such order, judgment or decree of any court, the Escrow Agent may rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice, the Escrow Agent will shall not be liable to anyone. any of the parties hereto or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (c) The Escrow Agent will shall not be liable in any respect on account of any claim made that the parties hereto (except with respect to the Escrow Agent) that this Agreement was not properly executed and delivered by such party or that any documents or papers required to take any action under this Agreement or the Purchase Agreement involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to it. In no event shall the have not been properly delivered. (d) The Escrow Agent shall not be liable, directly liable for the outlawing of any rights under any statute of limitations with respect to this Agreement or indirectly, for any (i) damages or expenses arising out of the services provided hereunder, other than damages which result from documents deposited with the Escrow Agent’s gross negligence, bad faith or willful misconduct, or (ii) special or consequential damages, even if the Escrow Agent has been advised of the possibility of such damages. (be) The Escrow Agent is hereby expressly authorized to engage legal counsel as it may deem necessary or advisable. (f) In the event conflicting demands are made or notices are served upon the Escrow Agent with respect to any amounts held in escrow pursuant to this Agreementthe Escrow Amount, the Escrow Agent will have the absolute right, at the Escrow Agent’s 's election, to do either any or both all of the following: (i) resign so a successor can be appointed pursuant to Section 6 of this Agreement; 8 hereof or (ii) file a suit in interpleader and obtain an order from a court of competent jurisdiction requiring the parties to interplead and litigate in such court their several claims and rights among themselves. In the event such interpleader suit is brought, the Escrow Agent will thereby be fully released and discharged from all further obligations imposed upon it under the this Agreement. All , and Purchaser will pay the Escrow Agent (subject to reimbursement from the Seller pursuant to Section 9 hereof) all costs, expenses and reasonable attorneys’ attorney's fees expended or incurred by the Escrow Agent pursuant to the exercise of the Escrow Agent’s 's rights under this Section 3 8 (such costs, fees and expenses will be treated as Extraordinary Fees (as defined below) extraordinary fees and expenses for the purposes of Section 5 of this Agreement9 hereof). (c) Newgistics and Prime and each of their successors and assigns agree to jointly and severally indemnify and hold the Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including reasonable costs of investigation, counsel fees, including allocated costs of in-house counsel and disbursements that may be imposed on Escrow Agent or incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including but not limited to any litigation arising from this Agreement or involving its subject matter. The indemnification provided by this Section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (d) Notwithstanding anything in this Section 3, no indemnity need be paid for any loss, claim, damage, liability or expense finally determined to have been primarily caused by the Escrow Agent’s gross negligence, bad faith or willful misconduct.