Common use of Limitations on Liability of Escrow Agent Clause in Contracts

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent and believed by the Escrow Agent in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleader.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent's bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent's duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (a) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (b) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further acts until no such conflict person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is resolved to agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's satisfactionservices, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Funds which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with Joint Written Instructions or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleadersubsections (c) or (d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent’s duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (a) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (b) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further no such person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts until such conflict is resolved of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Funds which, in the Escrow Agent's satisfaction’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with Joint Written Instructions or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleadersubsections (c) or (d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The duties and obligations of Escrow Agent may shall be determined solely by the express provisions of this Escrow Agreement, and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Purchase Agreement or to any other documents between the parties related in any way to this Escrow Agreement, except as specifically provided herein. (b) Escrow Agent shall not be liable to anyone by reason of any error of judgment, any action or omission by Escrow Agent, or any mistake of fact or law, unless caused by or arising out of Escrow Agent's gross negligence or bad faith. (c) Escrow Agent shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting in reasonable reliance upon any written notice, instruction or request received by the writing furnished to Escrow Agent by any party in accordance with the terms hereof and shall be entitled to treat as genuine any letter, paper or other document furnished to Escrow Agent by any party and reasonably believed by the Escrow Agent in good faith to be genuine and to have been signed by Seller and Purchaser. The the proper party and/or parties as required. (d) Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the may consult with Escrow Agent. The Escrow Agent 's own counsel with respect to any questions relating to its duties or responsibilities hereunder and shall not be liable for any error of judgment, action taken or any act or omission under this Agreement taken omitted in good faith, except faith on advice of such counsel. Any reasonable expense so incurred shall be for the account of Buyer and Seller and will be reimbursed equally by them upon Escrow Agent's own gross negligence or willful misconductrequest. (be) In the event of any disagreement between the parties to this Escrow Agreement resulting in adverse claims and demands being made in connection with or against the Escrow Deposit and/or the interest thereon, Escrow Agent shall refuse to comply with the claims or demands of any party until such disagreement is finally resolved by mutual agreement of the parties or by a court of competent jurisdiction, and, in so doing, Escrow Agent shall not be or become liable to any party. Seller and Purchaser shall Buyer agree to jointly and severally indemnify and hold harmless the Escrow Agent from against all costs and against any claimsother expenses (including, costs, damageswithout limitation, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments legal fees and expenses, including reasonable attorneys' fees, suffered or ) incurred by the Escrow Agent in connection with such action or proceeding. In as a result of any disagreement among or between the event parties hereto or the performance by Escrow Agent files of its duties hereunder. (f) Any action requested to be taken by Escrow Agent hereunder and not otherwise specifically set forth herein shall require the agreement of Seller, Buyer and Escrow Agent. (g) If Escrow Agent desires to resign as Escrow Agent, it shall provide 15-days written notice (a suit in interpleader, the "Resignation Notice") of its intention to resign to Buyer and Seller. The resignation of Escrow Agent shall thereupon be fully released effective following the expiration of 15 days following the date of the Resignation Notice. Notwithstanding the foregoing, if following the resignation of Escrow Agent there would be no replacement escrow agent hereunder, Escrow Agent's resignation shall not be effective until Seller and discharged from all further obligations imposed by Buyer shall have mutually agreed in writing to the appointment of a replacement escrow agent and such appointment shall have been accepted in writing. Seller and Buyer agree to pay to any such replacement escrow agent its reasonable fees for the performance of its duties hereunder. (h) Because Escrow Agent is counsel for Buyer in this Agreement with respect transaction, Escrow Agent shall not be entitled to sums deposited with a court any fee for performance of competent jurisdiction pursuant to such suit in interpleaderits duties under this Agreement.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent and believed by the Escrow Agent in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations 4 imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleader.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received Except to the extent caused by the Escrow Agent and believed by gross negligence, bad faith, willful misconduct or fraud of the Escrow Agent in good faith to be genuine and signed by Seller and Purchaser. The Agent, the Escrow Agent shall not be responsible liable for the sufficiencyincidental, correctnessindirect, genuineness special, consequential, or validity punitive damages of any notice or instructions delivered kind whatsoever (including but not limited to lost profits), even if the Escrow AgentAgent has been advised of the likelihood of such loss or damage and regardless of the form of action in which such damages are sought. The Escrow Agent shall not be liable for any error of judgmentaction taken, suffered, or any act or omission under this Agreement omitted to be taken by it in good faith, faith except for to the extent that the Escrow Agent's own ’s gross negligence or negligence, bad faith, willful misconduct, or fraud was the cause of any direct loss to either Party. (b) Seller The Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and Purchaser shall jointly in good faith provided by JP or NBCU with respect to such Party’s information and severally indemnify and hold harmless reasonably believed by the Escrow Agent from and against to be genuine, (ii) in reasonably assuming that any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against person purporting to give the Escrow Agent by reason any of its action or failure to act the foregoing in connection with any either this Escrow Agreement or the Escrow Agent’s duties has been duly authorized to do so, and (iii) in acting in good faith in accordance with the terms of this Escrow Agreement on the transactions contemplated by this Agreement, unless caused advice of legal counsel retained by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the The Escrow Agent shall have no liability with respect to the right transfer or distribution of any funds effected by the Escrow Agent pursuant to discontinue any and all further acts until such conflict is resolved wiring or transfer instructions provided to the Escrow Agent's satisfactionAgent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent by the applicable Authorized Representative of each of NBCU and JP set forth on Exhibit A-1 and Exhibit A-2, respectively. The Escrow Agent shall have no duty to verify or otherwise confirm any written wire transfer instructions except as set forth in this Section 2.3, but it may do so in its discretion on any occasion without incurring any liability to any Party for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification and account numbers rather than the further right names of the intended recipient of the funds, even if such numbers pertain to commence or defend a recipient other than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any action or proceeding for such inconsistencies and shall resolve any such inconsistencies by using the termination of such conflictaccount number. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by In connection with any payments that the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleaderis instructed to make by wire transfer, the Escrow Agent shall thereupon not be fully released liable for the acts or omissions of (i) JP, NBCU, or any other person providing such instructions, including, without limitation, errors as to the amount, bank information, or bank account number; or (ii) any other person or entity, including, without limitation, any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and discharged from all further obligations imposed no such person or entity shall be deemed to be an agent of the Escrow Agent. Any wire transfers of funds made by this Agreement with respect to sums deposited with a court of competent jurisdiction the Escrow Agent pursuant to this Escrow Agreement will be made subject to and in accordance with the Escrow Agent’s usual and ordinary wire transfer procedures in effect from time to time. (d) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be obligated to take any legal action or to commence any proceedings in connection with this Escrow Agreement or any property held hereunder or to appear in, prosecute or defend in any such suit legal action or proceedings. (e) NBCU understands and acknowledges that The PNC Financial Services Group, Inc., a Pennsylvania corporation (“PNC”), offers a diversified set of financial products and services, and may currently, or in interpleaderthe future, have relationships with parties whose interest may conflict with those of NBCU.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in accordance with the provisions hereof, or in connection with either this Escrow Agreement or the Escrow Agent’s duties hereunder, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any investment made under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (a) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (b) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further acts until no such conflict is resolved person or entity shall be deemed to be an agent of the Escrow Agent's satisfaction. Without limiting the generality of the foregoing, it is hereby agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Escrow Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages. The Escrow Agent shall have the further right to commence not be liable for acts of God, acts of war, breakdowns or defend malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any action other similar cause or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by catastrophe beyond the Escrow Agent in connection with such action or proceedingAgent’s reasonable control. In the event that the Escrow Agent files shall be uncertain as to its duties or rights hereunder, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party hereto with respect to either the Bonus Escrow Fund or General Escrow Fund, which, in the Escrow Agent’s reasonable and good faith opinion, is in conflict with any of the provisions of this Escrow Agreement, or shall be advised that a suit in interpleaderdispute has arisen with respect the General Escrow Fund or any part thereof, the Escrow Agent shall thereupon be fully released entitled, without liability to any person, to refrain from taking any action other than to keep safely the Bonus Escrow Fund and discharged from all further obligations imposed by this Agreement the General Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with respect Section 4 hereof. The Escrow Agent shall be under no duty to sums deposited with institute or defend any legal proceedings, although the Escrow Agent may, in its discretion and at the expense of the Investors and the Major Stockholder, as provided in Section 7(c) or 7(d) hereof, institute a court of competent jurisdiction pursuant to such suit in interpleaderproceeding under Section 7(d) or defend a proceeding.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller Trustee and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent and believed by the Escrow Agent in good faith to be genuine and signed by Seller Trustee and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller Trustee and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller Trustee and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleader.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent and believed by the Escrow Agent in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleader.. 4

Limitations on Liability of Escrow Agent. (a) In order performing its duties under this Escrow Agreement, or upon the claimed failure to induce perform its duties, the Escrow Agent to act as shall have no liability except for the escrow agent under this AgreementEscrow Agent’s fraud, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and willful misconduct, bad faith or gross negligence. In no event shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages 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. (b) Except in cases of the Escrow Agent’s fraud, willful misconduct, bad faith or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith provided by the Members’ Agent or Acquirer with respect to such party’s information and believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Escrow Agreement or the Escrow Agent’s duties has been duly authorized to do so and (iii) in acting or failing to act in good faith in accordance with the terms of this Escrow Agreement on the advice of outside counsel retained by the Escrow Agent. (c) The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent by the applicable authorized representative of each of Acquirer and the Members’ Agent set forth on Exhibit A-1 and Exhibit A-2. The Escrow Agent shall have no duty to verify or otherwise confirm any written wire transfer instructions except as set forth in Section 2.3 below, but it may do so in its discretion on any occasion without incurring any liability to any party for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification and account numbers rather than the names of the intended recipient of the funds, even if such numbers pertain to a recipient other than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by us]ing the account number. In connection with any payments that the Escrow Agent is instructed to make by wire transfer, the Escrow Agent shall not be liable for the acts or omissions of (i) the Members’ Agent, Acquirer or other person providing such instructions, including without limitation errors as to the amount, bank information or bank account number; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and no such person or entity shall be deemed to be genuine an agent of the Escrow Agent. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and signed by Seller in accordance with the Escrow Agent’s usual and Purchaserordinary wire transfer procedures in effect from time to time. (d) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of obligated to take any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its legal action or failure to act commence any proceedings in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderany property held hereunder or to appear in, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence prosecute or defend in any such legal action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in reasonably assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent’s duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (i) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further no such person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts until such conflict is resolved of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's satisfaction’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with joint written instructions or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleaderSections 7(c) or 7(d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent’s duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of: (x) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (y) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further no such person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts until such conflict is resolved of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's satisfaction’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with Joint Written Instructions or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleadersubsections (c) or (d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. (a) In order performing its duties under this Escrow Agreement, or upon the claimed failure to induce perform its duties, the Escrow Agent to act as shall have no liability except for the escrow agent under Escrow Agent’s willful misconduct, bad faith, gross negligence, breach of this Escrow Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and or noncompliance with applicable law. In no event shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages 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 in which such damages are sought; and Escrow Agent shall be liable only for actual, direct damages that are solely attributable to the Escrow Agent’s willful misconduct or gross negligence. (b) Except in cases of the Escrow Agent’s willful misconduct, bad faith, gross negligence, breach of this Escrow Agreement, or noncompliance with applicable law, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith provided by the Company with respect to such party’s information and believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Escrow Agreement or the Escrow Agent’s duties has been duly authorized to do so and (iii) in acting or failing to act if such act or failure to act was completed or omitted in good faith in accordance with the terms of this Escrow Agreement on the advice of outside counsel retained by the Escrow Agent. (c) The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall be entitled to rely upon all wallet information provided to the Escrow Agent by the applicable authorized representative of the Company set forth on Exhibit A-1. The Escrow Agent shall have no duty to verify or otherwise confirm any written transfer instructions except as set forth in Section 2.3 below, but it may do so in its discretion on any occasion without incurring any liability to any party for failing to do so on any other occasion. The Escrow Agent shall process all transfers based on wallet address information rather than the names of the intended recipient of the funds, even if such addresses pertain to a recipient other than the recipient identified in the transfer instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by using the wallet information. In connection with any payments that the Escrow Agent is instructed to make, the Escrow Agent shall not be liable for the acts or omissions of (i) the Company or other person providing such instructions, including without limitation errors as to the amount, or wallet address; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and no such person or entity shall be deemed to be genuine an agent of the Escrow Agent. Any transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and signed by Seller in accordance with the Escrow Agent’s usual and Purchaserordinary transfer procedures in effect from time to time. (d) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of obligated to take any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its legal action or failure to act commence any proceedings in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderany property held hereunder or to appear in, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence prosecute or defend in any such legal action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order a. It is understood and agreed that the Escrow Agent shall incur no liability (except for acts of gross negligence or willful misconduct) and be under no obligation to induce take any steps or action (whether by commencement of legal proceedings or otherwise) to ensure that any funds are actually received by the Escrow Agent. b. None of the provisions hereof shall be construed so as to require the Escrow Agent to act as expend or risk any of its own funds or otherwise incur any liability in the escrow agent performance of its duties under this AgreementAgreement and it shall be under no obligation to make any payment except out of the funds received by it (after deduction of its fees and expenses). c. If it becomes illegal or impossible for the Escrow Agent to carry out any of the provisions hereof, Seller and Purchaser agree the Escrow Agent shall incur no liability as follows:a consequence of the enforceability or lack thereof of any agreements referred to herein. (a) d. The Escrow Agent may rely upon shall not be required to take or be bound by notice of default of any person, or to take any action with respect to such default involving any expense or liability, unless written notice of such default is given to Escrow Agent by the undersigned or any of them, and unless the Escrow Agent is indemnified in a manner satisfactory to it against such expense or liability. e. The Escrow Agent shall not be protected liable to any party hereto in acting or refraining from acting upon any written notice, instruction request, waiver, consent, receipt or request received other paper or document believed by the Escrow Agent to be signed by the proper party or parties. The Escrow Agent will be entitled to treat as genuine and as the document it purports to be any letter, paper, telex or other document furnished or caused to be furnished to the Escrow Agent by Synbiotics or the Stockholders' Agent, and believed by the Escrow Agent in good faith to be genuine and signed to have been transmitted by Seller and Purchaserthe proper party or parties. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness have no liability with respect to any good faith action taken or validity of any notice or instructions delivered to the Escrow Agent. allowed by it hereunder. f. The Escrow Agent shall not be liable for any error of judgment, judgment or any for act done or omission under this Agreement step taken or omitted by it in good faith, faith or for any mistake or fact or law (except for the Escrow Agent's own acts of gross negligence or willful misconduct. (b) Seller ), or for anything which it may do or refrain from doing in connection herewith, and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the shall have no duties to anyone except those signing this Agreement. g. The Escrow Agent by reason may consult with legal counsel in the event of its action any dispute or failure questions as to act in connection with any the interpretation or construction of the transactions contemplated by this Agreement, unless caused by Agreement or the Escrow Agent's gross negligence duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of counsel. Any fees or willful misconductcosts so incurred shall be borne by the signatories hereto, other than the Escrow Agent. (c) h. In the event of any disagreement between the Escrow Agent receives undersigned or becomes aware of conflicting instructionsany person or persons named in this Agreement, and any other person, resulting in adverse claims and demands being made in connection with or claims with respect to this Agreement for any money and/or securities involved herein or the sums deposited hereunderaffected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claims or demands, so long as such disagreement shall continue, and in so doing the Escrow Agent shall not be or become liable for damages or interest to the undersigned or any of them, or to any person named in this Agreement, for its refusal to comply with such conflicting or adverse demands; and the Escrow Agent shall be entitled to continue so to refrain and refuse so to act until: (i) the rights of the adverse claimants have been finally adjudicated in a court or by arbitration as set forth below assuming and having jurisdiction of the right parties and the money and/or securities involved herein and affected hereby; or (ii) all differences have been adjudicated by agreement and the Escrow Agent has been notified thereof in writing by all of the persons interested. I. In the event of such disagreement, the Escrow Agent, in its discretion, may file a suit in interpleader or for declaratory relief for the purpose of having the respective rights of the claimants adjudicated, and deposit with the court all documents and property held hereunder, and Synbiotics agrees to discontinue any and all further acts until such conflict is resolved to pay the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller fee and Purchaser jointly all reasonable costs and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or counsel fees incurred by the Escrow Agent in connection with such action or proceeding. In and said costs and fees shall be included in the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court judgment of competent jurisdiction pursuant to any such suit in interpleaderaction.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent's bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine; (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent's duties, has been duly authorized to do so; and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (x) the Company or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (y) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further acts until no such conflict person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is resolved to agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the Company and/or the Investors may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's satisfactionservices, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Funds which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with its discretion and at the expense of the Company as provided in Subsections 8(c) or (d) immediately below, institute or defend such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper, or request received by the Escrow Agent and believed by the other document that Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed, or presented by Seller and Purchaserthe proper person or persons. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error action taken or omitted by it in connection with the performance of judgment, or any act or omission under this Agreement taken in good faithits duties and obligations hereunder, except for the Escrow Agent's its own gross negligence or willful misconduct. Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this escrow or this Agreement unless it is indemnified to its satisfaction by the party or parties who desire that it undertake such action. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations shall be under no obligation or charges made against the Escrow Agent by reason of its action or liability for failure to act in connection inform Buyer or Xxxxxxxx regarding any transaction or facts within Escrow Agent's knowledge, even though the same may concern the matters described herein, provided they do not prevent or interfere with any of the transactions contemplated by Escrow Agent's compliance with this Agreement, unless caused by nor shall Escrow Agent be liable for the Escrow Agent's gross negligence sufficiency, correctness or willful misconductgenuineness as to form, manner of execution or validity of any instrument deposited, nor as to identity, authority, or rights of any person executing the same, except as above provided. (c) In the event the Should Escrow Agent receives during or becomes after the term of the escrow receive or become aware of any conflicting instructions, demands or claims with respect to this Agreement the Escrow Amount or the sums rights of any of the parties hereto, or any money or property deposited hereunderherein or affected hereby, the Escrow Agent shall have the right to discontinue any and or all further acts on its part until such conflict is resolved to its and the Escrow Agent's parties' satisfaction. The , and Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination determination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a should file suit in interpleader, the Escrow Agent it shall thereupon be fully released and discharged from all further obligations imposed by under this Agreement. (d) Escrow Agent may consult with legal counsel satisfactory to it in connection with any dispute, the construction of any provision of this Agreement or the duties and obligations of Escrow Agent under this Agreement. (e) In the event Escrow Agent becomes involved in arbitration or litigation in connection with this Agreement, Xxxxxxxx, Payee and Buyer, jointly and severally, agree to indemnify and hold Escrow Agent harmless from all losses, costs, damages, expenses, liabilities, judgments and attorneys' fees suffered or incurred by Escrow Agent as a result thereof, except that this indemnity obligation shall not apply to any arbitration or litigation in which relief is obtained for the gross negligence or willful misconduct of Escrow Agent. (f) Escrow Agent shall not be responsible for the sufficiency of the form, execution, validity or genuineness of notices, documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein nor shall Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to sums deposited execute or deliver any such document, security or endorsement. (g) The duties and responsibilities of Escrow Agent shall be limited to those expressly set forth in this Agreement, provided, however, that with a court Escrow Agent's written consent, the duties and responsibilities in this Agreement may be amended at any time or times by an instrument in writing signed by the Xxxxxxxx Payee and Buyer. Escrow Agent is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other person, firm or corporation, except such notices or instructions as are hereinabove provided for. (h) Except for the provisions of competent jurisdiction pursuant this Agreement, the Escrow Agent is not required to be familiar with the provisions of any other instrument or agreement and shall not be charged with any responsibility or liability in connection with the observance or non-observance by anyone of the provisions of any such suit in interpleaderother instrument or agreement.

Limitations on Liability of Escrow Agent. In order to induce the a. The duties and obligations of Escrow Agent shall be determined solely by the provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Agreement or any other documents between or among the parties related in any way to this Escrow Agreement, except as specifically provided herein. b. Escrow Agent shall not be liable to anyone for any damages, losses or expenses for any act as the escrow agent done or step taken or omitted by Escrow Agent in good faith; provided, however, that Escrow Agent shall be liable for damages, losses and expenses arising out of its willful default or gross negligence under this Escrow Agreement, Seller and Purchaser agree as follows:. (a) The c. Escrow Agent may shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting upon in reasonable reliance upon, any written noticewriting furnished to Escrow Agent by any party in accordance with the terms hereof, instruction or request received by which the Escrow Agent and believed by the Escrow Agent believes in good faith to be genuine and valid and to have been signed by Seller and Purchaser. The the proper party or parties. d. Escrow Agent may, but shall not be responsible for the sufficiencyrequired, correctness, genuineness or validity to file an action of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act interpleader in connection with any of disagreement or dispute between the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect parties to this Agreement or the sums deposited hereunder, the Escrow Agreement. Escrow Agent shall have the right be entitled to discontinue any be paid or reimbursed for all expenses, disbursements and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expensesadvances, including reasonable attorneys' fees, suffered incurred or incurred made by the Escrow Agent in connection with the carrying out of its duties hereunder. Escrow Agent's fees (which shall be $_________) and all such expenses, disbursements and advances shall be borne by Seller. e. Any action or proceeding. In the event the claimed to be required to be taken by Escrow Agent files a suit in interpleaderhereunder and not otherwise specifically set forth herein shall require the agreement of Purchaser, the Seller and Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderAgent.

Limitations on Liability of Escrow Agent. In order to induce the a. The duties and obligations of Escrow Agent shall be determined solely by the provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Agreement or any other documents between or among the parties related in any way to this Escrow Agreement, except as specifically provided herein. b. Escrow Agent shall not be liable to anyone for any damages, losses or expenses for any act as the escrow agent done or step taken or omitted by Escrow Agent in good faith; provided, however, that Escrow Agent shall be liable for damages, losses and expenses arising out of its willful default or gross negligence under this Escrow Agreement, Seller and Purchaser agree as follows:. (a) The c. Escrow Agent may shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting upon in reasonable reliance upon, any written noticewriting furnished to Escrow Agent by any party in accordance with the terms hereof, instruction or request received by which the Escrow Agent and believed by the Escrow Agent believes in good faith to be genuine and valid and to have been signed by Seller and Purchaser. The the proper party or parties. d. Escrow Agent may, but shall not be responsible for the sufficiencyrequired, correctness, genuineness or validity to file an action of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act interpleader in connection with any of disagreement or dispute between the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect parties to this Agreement or the sums deposited hereunder, the Escrow Agreement. Escrow Agent shall have the right be entitled to discontinue any be paid or reimbursed for all expenses, disbursements and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expensesadvances, including reasonable attorneys' fees, suffered incurred or incurred made by the Escrow Agent in connection with the carrying out of its duties hereunder. Escrow Agent's fees (which shall be $500.00) and all such expenses, disbursements and advances shall be borne by Seller. e. Any action or proceeding. In the event the claimed to be required to be taken by Escrow Agent files a suit in interpleaderhereunder and not otherwise specifically set forth herein shall require the agreement of Purchaser, the Seller and Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderAgent.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent's bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent's duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (i) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further acts until no such conflict person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is resolved to agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages {M1092782.4 } which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent's satisfactionservices, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent's reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with Joint Written Instructions or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleadersubsections (c) or (d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper, or request received by the Escrow Agent and believed by other document that the Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed, or presented by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness proper person or validity of any notice or instructions delivered to the Escrow Agentpersons. The Escrow Agent shall not be liable for any error action taken or omitted by it in connection with the performance of judgment, or any act or omission under this Agreement taken in good faithits duties and obligations hereunder, except for the Escrow Agent's its own gross negligence or willful misconduct. The Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this escrow or this Agreement unless it is indemnified to its satisfaction by the party or parties who desire that it undertake such action. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the The Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations shall be under no obligation or charges made against the Escrow Agent by reason of its action or liability for failure to act in connection with inform any Buyer Indemnified Party or any of the transactions contemplated by this Agreement, unless caused by Stockholders regarding any transaction or facts within the Escrow Agent's gross negligence knowledge, even though the same may concern the matters described herein, provided they do not prevent or willful misconductinterfere with the Escrow Agent's compliance with this Agreement, nor shall the Escrow Agent be liable for the sufficiency, correctness or genuineness as to form, manner of execution or validity of any instrument deposited, nor as to identity, authority, or rights of any person executing the same, except as above provided. (c) In the event Should the Escrow Agent receives during or becomes after the term of the escrow receive or become aware of any conflicting instructions, demands or claims with respect to this Agreement the Escrow Assets or the sums rights of any of the parties hereto, or any money or property deposited hereunderherein or affected hereby, the Escrow Agent shall have the right to discontinue any and or all further acts on its part until such conflict is resolved to its and the Escrow Agent's parties' satisfaction. The , and the Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination determination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a should file suit in interpleader, the Escrow Agent it shall thereupon be fully released and discharged from all further obligations imposed by under this Agreement. (d) The Escrow Agent may consult with legal counsel satisfactory to it in connection with any dispute, the construction of any provision of this Agreement or the duties and obligations of the Escrow Agent under this Agreement and shall be fully protected in taking or omitting to take any other action in reliance on the advice of such counsel. (e) Buyer and the Stockholders agree jointly and severally, and as to each of the Stockholders, severally and not jointly, to indemnify the Escrow Agent and hold it harmless from and against any loss, liability, expenses (including, without limitation, reasonable attorneys' fees and expenses), claim or demand arising out of or in connection with respect the performance of its obligations in accordance with the provisions of this Escrow Agreement, except for the gross negligence or willful misconduct of the Escrow Agent. The costs and expenses of enforcing this right of indemnification shall be paid by Buyer and the Stockholders, jointly and severally, and as to sums deposited with a court each of competent jurisdiction pursuant to such suit the Stockholders, severally and not jointly. These indemnities shall survive the resignation of the Escrow Agent or the termination of this Escrow Agreement. (f) The Escrow Agent shall have no duties except those specifically set forth in interpleaderthis Agreement and shall not be subject to, nor have any liability or responsibility under, any other agreement or document the parties hereto may be responsible for, even if same is referenced herein.

Limitations on Liability of Escrow Agent. (a) In order performing its duties under this Escrow Agreement, or upon the claimed failure to induce perform its duties, the Escrow Agent to act as shall have no liability except for the escrow agent under this AgreementEscrow Agent’s fraud, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and willful misconduct, bad faith or gross negligence. In no event shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages 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, other than resulting from the Escrow Agent’s fraud. (b) Except in cases of the Escrow Agent’s fraud, willful misconduct, bad faith or gross negligence, the Escrow Agent shall be fully protected (i) in acting in reliance upon any certificate, statement, request, notice, advice, instruction, direction, other agreement or instrument or signature reasonably and in good faith provided by any Investor or resTORbio with respect to such party’s information and believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Escrow Agreement or the Escrow Agent’s duties has been duly authorized to do so and (iii) in acting or failing to act in good faith in accordance with the terms of this Escrow Agreement on the advice of outside counsel retained by the Escrow Agent. (c) The Escrow Agent shall have no liability with respect to the transfer or distribution of any funds effected by the Escrow Agent pursuant to wiring or transfer instructions provided to the Escrow Agent in accordance with the provisions of this Escrow Agreement. The Escrow Agent shall be entitled to rely upon all bank and account information provided to the Escrow Agent by the applicable authorized representative of each of resTORbio and an Investor set forth on Exhibit A-1 to Exhibit A-15. The Escrow Agent shall have no duty to verify or otherwise confirm any written wire transfer instructions except as set forth in Section 2.3 below, but it may do so in its discretion on any occasion without incurring any liability to any party for failing to do so on any other occasion. The Escrow Agent shall process all wire transfers based on bank identification and account numbers rather than the names of the intended recipient of the funds, even if such numbers pertain to a recipient other than the recipient identified in the payment instructions. The Escrow Agent shall have no duty to detect any such inconsistencies and shall resolve any such inconsistencies by using the account number. In connection with any payments that the Escrow Agent is instructed to make by wire transfer, the Escrow Agent shall not be liable for the acts or omissions of (i) any Investor, resTORbio or other person providing such instructions, including without limitation errors as to the amount, bank information or bank account number; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and no such person or entity shall be deemed to be genuine an agent of the Escrow Agent. Any wire transfers of funds made by the Escrow Agent pursuant to this Escrow Agreement will be made subject to and signed by Seller in accordance with the Escrow Agent’s usual and Purchaserordinary wire transfer procedures in effect from time to time. (d) No provision of this Escrow Agreement shall require the Escrow Agent to risk or advance its own funds or otherwise incur any financial liability or potential financial liability in the performance of its duties or the exercise of its rights under this Escrow Agreement. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of obligated to take any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its legal action or failure to act commence any proceedings in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderany property held hereunder or to appear in, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence prosecute or defend in any such legal action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The duties and obligations of Escrow Agent may shall be determined solely by the express provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Purchase Agreement or any other documents between or among the parties related in any way to this Escrow Agreement, except as specifically provided herein. (b) Escrow Agent shall not be liable to anyone for any damages, losses or expenses for any act done or step taken or omitted by Escrow Agent in good faith, provided, however, that Escrow Agent shall be liable for damages, losses and expenses arising out of its willful default, gross negligence or bad faith under this Escrow Agreement. (c) Escrow Agent shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting upon in reasonable reliance upon, any written notice, instruction or request received by the writing furnished to Escrow Agent and believed by any party in accordance with the terms hereof, which Escrow Agent believes in good faith to be genuine and valid and to have been signed by Seller and Purchaser. The the proper party. (d) Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness may obtain advice of its counsel with respect to any questions relating to its duties or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent responsibilities hereunder and shall not be liable for any error of judgment, action taken or any act or omission under this Agreement taken omitted in good faith, except for the Escrow Agent's own gross negligence or willful misconductfaith on such advice of such counsel. (be) Without limiting the foregoing, Escrow Agent shall not in any event be liable, and Seller and Purchaser Buyer shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claimsAgent, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's investment or reinvestment of the Escrow Deposit in good faith, including without limitation any delays (not resulting from its gross negligence or willful misconductdefault) in the investment or reinvestment of the Escrow Deposit, or any loss of income incident to any such delays. (cf) In If any disagreement between the event parties to this Escrow Agreement occurs which results in adverse claims and demands being made in connection with or against the Escrow Agent receives Deposit, or becomes aware of conflicting instructionsany interest earned thereon, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have refuse to comply with the right to discontinue claims or demands of any and all further acts party until such conflict disagreement is finally resolved to by mutual agreement of the Escrow Agent's satisfaction. The parties or by a court of competent jurisdiction (including expiration of all available appeal remedies), and, in so doing, Escrow Agent shall have not be or become liable to any party. Alternatively, in the further right to commence event of any dispute or defend any action or proceeding for disagreement between Buyer and Seller sufficient in the termination sole discretion of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleaderto justify its doing so, the Escrow Agent shall thereupon be fully entitled to tender into the registry or custody of any court of competent jurisdiction the Escrow Deposit and to initiate such legal proceedings as it deems appropriate, including without limitation, an interpleader action, for determination of the respective rights, titles and interests of Seller and Buyer therein. Upon such tender, Escrow Agent shall be entitled to receive from Seller and Buyer its reasonable attorney fees and expenses and shall be forthwith released and discharged from all further duties, liabilities and obligations imposed under this Escrow Agreement. (g) Buyer and Seller jointly and severally agree to indemnify Escrow Agent against all legal fees, costs and other expenses reasonably incurred by Escrow Agent in connection with or as a result of any disagreement among or between the parties hereto or the performance by Escrow Agent of its duties hereunder, including, without limitation, any litigation arising from this Escrow Agreement with respect or involving the subject matter hereof; except, as provided in Paragraph 5(b) hereof. Except as otherwise provided in this Escrow Agreement, Buyer and Seller shall each pay one-half of the reasonable expenses incurred by Escrow Agent under this Escrow Agreement. (h) Any action claimed to sums deposited with a court be required to be taken by Escrow Agent hereunder and not otherwise specifically set forth herein shall require the agreement of competent jurisdiction pursuant to such suit Buyer, Seller, and Escrow Agent. (i) Except as stated herein, Escrow Agent does not have any interest in interpleaderthe Escrow Deposit held hereunder, but is serving as escrow holder only.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) 7.1. The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper or request received by the Escrow Agent and believed by other document that the Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed, or presented by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness proper person or validity of any notice or instructions delivered to the Escrow Agentpersons. The Escrow Agent shall not be liable for any error action taken or omitted by it in connection with the performance of judgment, or any act or omission under this Agreement taken in good faithits duties and obligations hereunder, except for its own gross negligence or wilful misconduct. The Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this Agreement or the escrow created hereunder unless it is indemnified to its satisfaction by the party or parties who desire that it undertake such action. The Escrow Agent's duties shall be determined only with reference to this Escrow Agreement and applicable law, and the Escrow Agent is not charged with knowledge of or any duties or responsibilities in connection with any other document or agreement. 7.2. In consideration of the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall acceptance of its appointment to that position, the other parties hereto, jointly and severally severally, agree to indemnify and hold harmless the Escrow Agent from and against harmless as to any claimsliability incurred by it to any person, costs, damages, reasonable attorney's fees, expenses, obligations firm or charges made against the Escrow Agent corporation by reason of its action having accepted the same or failure to act in connection with carrying out any of the transactions contemplated terms hereof; provided, however, -------- ------- that no indemnity need by this Agreement, unless caused by paid in the case of the Escrow Agent's gross negligence or willful misconduct. (c) In the event 7.3. If the Escrow Agent Agent, during or after the term of the escrow, receives or becomes aware of any conflicting instructions, demands or claims with respect to this Agreement the Escrowed Funds or the sums rights of any of the parties hereto or any money or property deposited hereunderherein or affected hereby, the Escrow Agent shall have the right to discontinue any and or all further acts on its part until such conflict is resolved to its and the Escrow Agent's parties' satisfaction. The , and the Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination determination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event If the Escrow Agent files a suit in interpleader, the Escrow Agent it shall thereupon be fully released and discharged from all further obligations imposed by under this Agreement with respect to sums any amounts deposited with the court in such suit. 7.4. The Escrow Agent may consult with legal counsel satisfactory to it in connection with any dispute, the construction of any provision of this Agreement or the duties and obligations of the Escrow Agent under this Agreement. The Escrow Agent shall be protected in any action taken or omitted in connection with the advice or opinion of such counsel. 7.5. Nothing in this Escrow Agreement shall be deemed to impose upon the Escrow Agent any duty to qualify to do business or to act as a court fiduciary or otherwise in any jurisdiction other than the State of competent jurisdiction pursuant Illinois. The Escrow Agent shall not be responsible for and shall not be under a duty to such suit in interpleaderexamine into or pass upon the validity, binding effect, execution or sufficiency of this Escrow Agreement or of any agreement amendatory or supplemental hereto.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in reasonably assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Escrow Agreement or the Escrow Agent’s duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (a) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (b) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further no such person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Escrow Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts until such conflict is resolved of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Escrow Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's satisfaction’s reasonable and good faith opinion, is in conflict with any of the provisions of this Escrow Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with Section 5 hereof. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with its discretion and at the expense of Buyer and the Stockholder Representative as provided in subsections (c) or (d) immediately below, institute or defend such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the a. The duties and obligations of Escrow Agent shall be determined solely by the provisions of this Escrow Agreement and no implied duties or obligations shall be read into this Escrow Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Agreement or any other documents between or among the parties related in any way to this Escrow Agreement, except as specifically provided herein. b. Escrow Agent shall not be liable to anyone for any damages, losses or expenses for any act as the escrow agent done or step taken or omitted by Escrow Agent in good faith; provided, however, that Escrow Agent shall be liable for damages, losses and expenses arising out of its willful default or gross negligence under this Escrow Agreement, Seller and Purchaser agree as follows:. (a) The c. Escrow Agent may shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting upon in reasonable reliance upon, any written noticewriting furnished to Escrow Agent by any party in accordance with the terms hereof, instruction or request received by which the Escrow Agent and believed by the Escrow Agent believes in good faith to be genuine and valid and to have been signed by Seller and Purchaser. The the proper party or parties. d. Escrow Agent may, but shall not be responsible for the sufficiencyrequired, correctness, genuineness or validity to file an action of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error of judgment, or any act or omission under this Agreement taken in good faith, except for the Escrow Agent's own gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act interpleader in connection with any of disagreement or dispute between the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect parties to this Agreement or the sums deposited hereunder, the Escrow Agreement. Escrow Agent shall have the right be entitled to discontinue any be paid or reimbursed for all expenses, disbursements and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expensesadvances, including reasonable attorneys' ’ fees, suffered incurred or incurred made by the Escrow Agent in connection with the carrying out of its duties hereunder. Escrow Agent’s fees (which shall be $ ) and all such expenses, disbursements and advances shall be borne by Seller. e. Any action or proceeding. In the event the claimed to be required to be taken by Escrow Agent files a suit in interpleaderhereunder and not otherwise specifically set forth herein shall require the agreement of Purchaser, the Seller and Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderAgent.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (ai) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting upon any written notice, instruction or request received by the Escrow Agent and believed by the Escrow Agent in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error action taken or omitted or for any loss resulting from its actions or its performance or lack of judgment, or any act or omission under this Agreement taken performance of its duties hereunder in good faith, except for the Escrow Agent's own absence of gross negligence or willful misconductmisconduct on its part. In no event shall Escrow Agent be liable (i) for acting in accordance with or relying upon any joint written instruction from Purchaser and the Seller given pursuant to Section 2(b)(i), Section 2(c), Section 3(a) or Section 3(d), (ii) DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES 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, (iii) for the acts or omissions of its nominees, correspondents, designees, subagents or subcustodians, or (iv) for an amount in excess of the value of the Escrow Amount, valued as of the date of deposit. (bii) Upon prior written notice to Purchaser and Seller, Escrow Agent may consult with legal counsel at the joint expense of Seller and Purchaser shall jointly as to any matter relating to this Escrow Agreement, and severally indemnify and hold harmless the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel. Any such expense of Escrow Agent’s legal counsel shall be paid one-half by Seller and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the one-half by Purchaser. (iii) Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of its action any occurrence beyond the control of Escrow Agent (including but not limited to any act or failure to provision of any present or future law or regulation or governmental authority, any act in connection with any of God or war, or the unavailability of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence Federal Reserve Bank wire or willful misconducttelex or other wire or communication facility). (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunder, the Escrow Agent shall have the right to discontinue any and all further acts until such conflict is resolved to the Escrow Agent's satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a suit in interpleader, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleader.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper, or request received by the Escrow Agent and believed by the other document that Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed, or presented by Seller and Purchaserthe proper person or persons. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall not be liable for any error action taken or omitted by it in connection with the performance of judgment, or any act or omission under this Agreement taken in good faithits duties and obligations hereunder, except for the Escrow Agent's its own gross negligence or willful misconduct. Escrow Agent shall be under no obligation to institute or defend any action, suit or legal proceeding in connection with this escrow or this Agreement unless it is indemnified to its satisfaction by the party or parties who desire that it undertake such action. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations shall be under no obligation or charges made against the Escrow Agent by reason of its action or liability for failure to act in connection inform Buyer or Seller regarding any transaction or facts within Escrow Agent's knowledge, even though the same may concern the matters described herein, provided they do not prevent or interfere with any of the transactions contemplated by Escrow Agent's compliance with this Agreement, unless caused by nor shall Escrow Agent be liable for the Escrow Agent's gross negligence sufficiency, correctness or willful misconductgenuineness as to form, manner of execution or validity of any instrument deposited, nor as to identity, authority, or rights of any person executing the same, except as above provided. (c) In the event the Should Escrow Agent receives during or becomes after the term of the escrow receive or become aware of any conflicting instructions, demands or claims with respect to this Agreement the Escrow Amount or the sums rights of any of the parties hereto, or any money or property deposited hereunderherein or affected hereby, the Escrow Agent shall have the right to discontinue any and or all further acts on its part until such conflict is resolved to its and the Escrow Agent's parties' satisfaction. The , and Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination determination of such conflict. Seller and Purchaser jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by the Escrow Agent in connection with such action or proceeding. In the event the Escrow Agent files a should file suit in interpleader, the Escrow Agent it shall thereupon be fully released and discharged from all further obligations imposed by under this Agreement. (d) Escrow Agent may consult with legal counsel satisfactory to it in connection with any dispute, the construction of any provision of this Agreement with respect to sums deposited with a court or the duties and obligations of competent jurisdiction pursuant to such suit in interpleaderEscrow Agent under this Agreement.

Limitations on Liability of Escrow Agent. In order to induce Except in cases of the Escrow Agent’s bad faith, willful misconduct or gross negligence, the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be fully protected (i) in acting or refraining from acting in reliance upon any written certificate, statement, request, notice, instruction advice, instruction, direction, other agreement or request received by the Escrow Agent instrument or signature reasonably and in good faith believed by the Escrow Agent to be genuine, (ii) in assuming that any person purporting to give the Escrow Agent any of the foregoing in connection with either this Agreement or the Escrow Agent’s duties, has been duly authorized to do so, and (iii) in acting or failing to act in good faith to be genuine and signed by Seller and Purchaser. The Escrow Agent shall not be responsible for on the sufficiency, correctness, genuineness or validity advice of any notice or instructions delivered to counsel retained by the Escrow Agent. The Escrow Agent shall not be liable for any mistake of fact or law or any error of judgment, or for any act or omission under this Agreement taken in good omission, except as a result of its bad faith, except willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the Escrow Agent's own any loss incurred upon any action taken under circumstances not constituting bad faith, willful misconduct or gross negligence or willful misconduct. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless negligence. In connection with any payments that the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent is instructed to make by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) In the event the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect to this Agreement or the sums deposited hereunderwire transfer, the Escrow Agent shall have not be liable for the right acts or omissions of (i) any Escrow Party or other person providing such instructions, including without limitation errors as to discontinue the amount, bank information or bank account number; or (ii) any other person or entity, including without limitation any Federal Reserve Bank, any transmission or communications facility, any funds transfer system, any receiver or receiving depository financial institution, and all further no such person or entity shall be deemed to be an agent of the Escrow Agent. Without limiting the generality of the foregoing, it is agreed that in no event will the Escrow Agent be liable for any lost profits or other indirect, special, incidental or consequential damages which the parties may incur or experience by reason of having entered into or relied on this Agreement or arising out of or in connection with the Escrow Agent’s services, even if the Escrow Agent was advised or otherwise made aware of the possibility of such damages; nor shall the Escrow Agent be liable for acts until such conflict is resolved of God, acts of war, breakdowns or malfunctions of machines or computers, interruptions or malfunctions of communications or power supplies, labor difficulties, actions of public authorities, or any other similar cause or catastrophe beyond the Escrow Agent’s reasonable control. In the event that the Escrow Agent shall be uncertain as to its duties or rights under this Agreement, or shall receive any certificate, statement, request, notice, advice, instruction, direction or other agreement or instrument from any other party with respect to the Escrow Fund which, in the Escrow Agent's satisfaction’s reasonable and good faith opinion, is in conflict with any of the provisions of this Agreement, or shall be advised that a dispute has arisen with respect to the Escrow Fund or any part thereof, the Escrow Agent shall be entitled, without liability to any person, to refrain from taking any action other than to keep safely the Escrow Fund until the Escrow Agent shall be directed otherwise in accordance with joint written requests or an order of a court with jurisdiction over the Escrow Agent. The Escrow Agent shall have the further right be under no duty to commence institute or defend any action or proceeding for the termination of such conflict. Seller and Purchaser jointly and severally agree to pay all costslegal proceedings, damages, judgments and expenses, including reasonable attorneys' fees, suffered or incurred by although the Escrow Agent may, in connection with such action or proceeding. In its discretion and at the event expense of the Escrow Agent files a suit Parties as provided in interpleaderSections 6(c) or (d) immediately below, the Escrow Agent shall thereupon be fully released and discharged from all further obligations imposed by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to institute or defend such suit in interpleaderproceedings.

Limitations on Liability of Escrow Agent. In order to induce the a. The duties and obligations of Escrow Agent shall be determined solely by the provisions of this Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent shall be under no obligation to refer to the Merger Agreement or any other documents between or among the parties related in any way to this Agreement, except as specifically provided herein. b. Escrow Agent shall not be liable to anyone for any damages, losses or expenses for any act as the escrow agent done or step taken or omitted by Escrow Agent in good faith, provided, however, that Escrow Agent shall be liable for damages, losses and expenses arising out of its willful default, gross negligence or bad faith under this Agreement, Seller and Purchaser agree as follows:. (a) The c. Escrow Agent may shall be entitled to rely upon upon, and shall be protected in acting or refraining from acting upon in reasonable reliance upon, any written noticewriting furnished to Escrow Agent by any party in accordance with the terms hereof, instruction or request received by which the Escrow Agent and believed by the Escrow Agent believes in good faith to be genuine and valid and to have been signed by Seller and Purchaser. The the proper party or parties. d. Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness may obtain advice of its counsel with respect to any questions relating to its duties or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent responsibilities hereunder and shall not be liable for any error of judgment, action taken or any act or omission under this Agreement taken omitted in good faith, except for the Escrow Agent's own gross negligence or willful misconductfaith on such advice of such counsel. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims, costs, damages, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconduct. (c) e. In the event a dispute arises between the Escrow Agent receives or becomes aware of conflicting instructions, demands or claims with respect parties to this Agreement regarding the interpretation, operation or enforcement of the sums deposited hereunderterms and conditions of this Agreement, the Escrow Agent shall have refuse to comply with the right to discontinue claims or demands of any and all further acts party until such conflict disagreement is finally resolved to by mutual agreement of the Escrow Agent's satisfaction. The parties or by a court of competent jurisdiction (including expiration of all available appeal remedies), and, in so doing, Escrow Agent shall have not be or become liable to any party. In addition, Escrow Agent may, but shall not be required, to file an action of interpleader to resolve such disagreement. Navarre, NRC and the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser Shareholders jointly and severally agree to pay indemnify Escrow Agent against all costs, damages, judgments and expenses, including reasonable attorneys' legal fees, suffered or costs and other expenses incurred by the Escrow Agent in connection with such action or proceeding. In as a result of any dispute among or between the event parties hereto or the performance by Escrow Agent files a suit in interpleaderof its duties hereunder. Navarre and the Shareholders shall each pay one-half of any expenses incurred by Escrow Agent pursuant to this Section 5(e). f. Any action claimed to be required to be taken by Escrow Agent hereunder and not otherwise specifically set forth herein shall require the agreement of Navarre, NRC, the Representative and Escrow Agent. g. The Escrow Agent shall thereupon be fully released entitled to a fee described on Schedule A hereto, which amount, plus all reasonable expenses of the Escrow Agent, shall be invoiced to and discharged from all further obligations imposed payable one-half by this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderNavarre and one-half by the Shareholders.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper or request received by the Escrow Agent and believed by the other document that Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed or presented by Seller and Purchaserthe proper person or persons. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall will not be liable for any error action taken or omitted by Escrow Agent in connection with the performance of judgment, or any act or omission Escrow Agent’s duties and obligations under this Agreement taken in good faithAgreement, except for the Escrow Agent's ’s own gross negligence or willful misconductmisconduct in performing Escrow Agent’s obligations under this Agreement. Escrow Agent will be under no obligation to institute or defend any action, suit or legal proceeding in connection with the Escrow Account or this Agreement unless Escrow Agent is indemnified to Escrow Agent’s satisfaction by the party or parties who desire that Escrow Agent undertake such action. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against will not be liable for the sufficiency, correctness or genuineness as to form, manner of execution or validity of any claimsinstrument deposited, costsnor as to the identity, damagesauthority or rights of any person executing such instrument, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconductexcept as above provided. (c) In the event the If Escrow Agent during the term of this Agreement receives or becomes aware of any conflicting instructions, demands demand or claims claim with respect to this Agreement the Escrow Fund or any portion thereof or the sums rights of any of the parties hereto, or any money deposited hereunderherein or affected hereby, the Escrow Agent shall will have the right to discontinue any and all further acts on Escrow Agent’s part until such conflict is resolved to the Escrow Agent's ’s and the parties’ satisfaction. The Escrow Agent shall have the further right to commence or defend any action or proceeding for the termination of such conflict. Seller . (d) Buyer and Purchaser Seller’s Principal Stockholder jointly and severally agree to pay indemnify and hold Escrow Agent and Escrow Agent’s officers, directors, employees and agents (collectively, the “Indemnified Parties”) harmless from all costsloss, cost, damages, expenses, liabilities, judgments and expensesattorneys’ fees (including, including reasonable attorneys' feeswithout limitation, allocated costs of in-house counsel) suffered or incurred by the Escrow Agent Indemnified Parties or any of them arising out of or in connection with such action or proceeding. In this Agreement, except that this indemnity obligation shall not apply in the event of the Escrow Agent files a suit in interpleader, gross negligence or willful misconduct of the Escrow Agent Indemnified Parties or any of them. This indemnity shall thereupon be fully released and discharged from all further obligations imposed by survive termination of this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderAgreement.

Limitations on Liability of Escrow Agent. In order to induce the Escrow Agent to act as the escrow agent under this Agreement, Seller and Purchaser agree as follows: (a) The Escrow Agent may rely upon and shall be protected in acting or refraining from acting act upon any written notice, instruction certificate, instrument, request, waiver, consent, paper or request received by the Escrow Agent and believed by the other document that Escrow Agent in good faith reasonably believes to be genuine and signed to have been made, sent, signed, prescribed or presented by Seller and Purchaserthe proper person or persons. The Escrow Agent shall not be responsible for the sufficiency, correctness, genuineness or validity of any notice or instructions delivered to the Escrow Agent. The Escrow Agent shall will not be liable for any error action taken or omitted by Escrow Agent in connection with the performance of judgment, or any act or omission Escrow Agent's duties and obligations under this Agreement taken in good faithAgreement, except for the Escrow Agent's own gross negligence or willful misconductmisconduct in performing Escrow Agent's obligations under this Agreement. Escrow Agent will be under no obligation to institute or defend any action, suit or legal proceeding in connection with the Escrow Account or this Agreement unless Escrow Agent is indemnified to Escrow Agent's satisfaction by the party or parties who desire that Escrow Agent undertake such action. (b) Seller and Purchaser shall jointly and severally indemnify and hold harmless the Escrow Agent from and against will not be liable for the sufficiency, correctness or genuineness as to form, manner of execution or validity of any claimsinstrument deposited, costsnor as to the identity, damagesauthority or rights of any person executing such instrument, reasonable attorney's fees, expenses, obligations or charges made against the Escrow Agent by reason of its action or failure to act in connection with any of the transactions contemplated by this Agreement, unless caused by the Escrow Agent's gross negligence or willful misconductexcept as above provided. (c) In the event the If Escrow Agent during the term of this Agreement receives or becomes aware of any conflicting instructions, demands demand or claims claim with respect to this Agreement the Escrow Fund or any portion thereof or the sums rights of any of the parties hereto, or any money deposited hereunderherein or affected hereby, the Escrow Agent shall will have the right to discontinue any and all further acts on Escrow Agent's part until such conflict is resolved to the Escrow Agent's and the parties' satisfaction. . (d) The Escrow Agent shall have Company and the further right to commence or defend any action or proceeding for the termination of such conflict. Seller and Purchaser Purchasers jointly and severally agree to pay indemnify and hold Escrow Agent and Escrow Agent's officers, directors, employees and agents (collectively, the "Indemnified Parties") harmless from all costsloss, cost, damages, expenses, liabilities, judgments and expenses, including reasonable attorneys' feesfees (including, without limitation, allocated costs of in-house counsel) suffered or incurred by the Escrow Agent Indemnified Parties or any of them arising out of or in connection with such action or proceeding. In this Agreement, except that this indemnity obligation shall not apply in the event of the Escrow Agent files a suit in interpleader, gross negligence or willful misconduct of the Escrow Agent Indemnified Parties or any of them. This indemnity shall thereupon be fully released and discharged from all further obligations imposed by survive termination of this Agreement with respect to sums deposited with a court of competent jurisdiction pursuant to such suit in interpleaderAgreement.