Common use of Liability and Duties of the Escrow Agent Clause in Contracts

Liability and Duties of the Escrow Agent. The Escrow Agent’s duties and obligations under this Agreement shall be determined solely by the express provisions of this Agreement. The Escrow Agent shall be under no obligation to refer to any documents other than this Agreement and the instructions and requests delivered to the Escrow Agent hereunder. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect to the Escrow Agent’s responsibility, the Buyer and the Indemnifying Sellers further agree that: (a) The Escrow Agent, including its officers, directors, employees and agents, shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out of the Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Buyer and the Indemnifying Sellers shall severally, and not jointly, indemnify and hold the Escrow Agent harmless from and against any and all liability and reasonable expense which may arise out of its acceptance of the Escrow Fund or any action taken or omitted by the Escrow Agent in accordance with this Agreement, except for such liability and reasonable expenses which results from the Escrow Agent’s gross negligence or willful misconduct. The Buyer and the Indemnifying Sellers proportionate indemnity obligations for such liabilities and expenses shall be as follows: Buyer = 50%; USPB = 36.84%; and NBPCo = 13.16%. Such indemnification shall survive the Escrow Agent’s resignation or removal, or the termination of this Agreement. (b) Each of the Buyer and the Indemnifying Sellers may examine the Escrow Fund and the records pertaining thereto at any time during normal business hours at the Escrow Agent’s office upon 24 hours prior notice and pursuant to the reasonable regulations of the Escrow Agent. The Escrow Agent shall provide the Indemnifying Sellers and the Buyer with monthly statements within ten (10) Business Days after the end of each month setting forth the balance in the Escrow Account, the amount of interest or other earnings accrued on the Escrow Fund to date that year and a description of all transactions, including disbursements, if any, with respect to the Escrow Fund during such month. (c) This Agreement is a personal one, the Escrow Agent’s duties hereunder being only to the Buyer and the Indemnifying Sellers, their successors, permitted assigns, heirs and legal representatives, and to no other person whomsoever. (d) The Escrow Agent may rely or act upon Joint Written Instructions bearing signatures properly believed by the Escrow Agent to be genuine of the Buyer and the Indemnifying Sellers. (e) In case any property held by the Escrow Agent pursuant to this Agreement shall be attached, garnished or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decree, the Escrow Agent shall not be liable to the Buyer or the Indemnifying Sellers or to any other person by reason of such compliance in connection with such proceeding, and shall be entitled to reimburse itself therefor out of the Escrow Fund, and if the Escrow Agent shall be unable to reimburse itself from the Escrow Fund, because there are then insufficient assets remaining in the Escrow Fund, the Buyer and the Indemnifying Sellers jointly and severally agree to pay to the Escrow Agent on demand its reasonable costs, attorneys’ fees, charges, disbursements and expenses in connection with such proceeding. (f) The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to the Buyer and the Indemnifying Sellers specifying the effective date thereof. Within sixty (60) days after receiving such notice, the Buyer and the Indemnifying Sellers jointly shall appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held under this Agreement, less the Escrow Agent’s fees, costs and expenses in connection herewith, whereupon the Escrow Agent shall upon such distribution to a successor escrow agent, be discharged of and from any and all further obligations arising in connection with this Agreement, except for such liability and expenses which results from the Escrow Agent’s gross negligence or willful misconduct. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such sixty-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the Buyer and the Indemnifying Sellers shall each pay one-half of the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such proceeding. Until a successor escrow agent has accepted such appointment and the Escrow Agent has transferred the Escrow Fund to such successor escrow agent, the Escrow Agent shall continue to retain and safeguard the Escrow Fund until receipt of (A) a Joint Written Instruction by the Indemnifying Sellers and the Buyer, or (B) an order of a court of competent jurisdiction. (g) In the event of any disagreement between the Indemnifying Sellers and the Buyer resulting in adverse claims or demands being made in connection with the Escrow Fund or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or to retain the Escrow Fund until the Escrow Agent shall have received (A) an order of a court of competent jurisdiction directing delivery of the Escrow Fund, or (B) a Joint Written Instruction executed by the Indemnifying Sellers and the Buyer directing delivery of the Escrow Fund, at which time the Escrow Agent shall disburse the Escrow Fund in accordance with such court order or Joint Written Instruction. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to same. (h) The Escrow Agent does not have any interest in the Escrow Fund but is serving as escrow holder only and has only possession thereof. If any payments of income from the Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes, the Buyer and the Indemnifying Sellers agree to provide the Escrow Agent with appropriate forms for or with respect to such withholding. This Section 6(h) and Sections 6(a) and 7 shall survive notwithstanding any termination of this Agreement or the Escrow Agent’s resignation.

Liability and Duties of the Escrow Agent. 5.1 The Escrow Agent’s duties and obligations under this Agreement shall be determined solely by the express provisions of this Agreement which shall be deemed purely ministerial in nature, and no other duties shall be implied, and the Escrow Agent shall not pay the Escrow Funds, or any portion thereof, except in accordance with the terms of this Agreement. The Escrow Agent shall be under no obligation to refer to any documents other than the Merger Agreement and this Agreement and the instructions and requests delivered to the Escrow Agent hereunder. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between Parent and the Stockholder Representative in connection herewith, if any, including, without limitation, the Merger Agreement, nor shall the Escrow Agent be required to determine if any person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement, those of the Merger Agreement, any schedule or exhibit attached to the Escrow Agent’s responsibilityMerger Agreement or any other agreement among Parent and the Stockholder Representative, the Buyer terms and conditions of this Escrow Agreement shall control. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Indemnifying Sellers further agree that:Escrow Account, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. (a) 5.2 The Escrow Agent, including its officers, directors, employees and agents, shall act in good faith and shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out of the Escrow Agent’s fraud, gross negligence or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Buyer Parent and the Indemnifying Sellers Stockholder Representative shall severally, jointly and not jointly, severally indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all liability losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and reasonable expense which expenses of outside counsel) (collectively “Losses”) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Escrow Agreement, tax reporting or withholding, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, or as may arise out by reason of its acceptance any act, omission or error of the Escrow Fund Indemnitees, except in the case of any Indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of such Indemnitee, or (ii) its following any action taken joint written instructions or omitted by other joint written directions from Parent and the Stockholder Representative which the Escrow Agent in accordance with this Agreementgood faith believes to be genuine, except for to the extent that its following any such liability and reasonable expenses which results from instruction or direction is expressly forbidden by the Escrow Agent’s gross negligence or willful misconduct. The Buyer and the Indemnifying Sellers proportionate indemnity obligations for such liabilities and expenses shall be as follows: Buyer = 50%; USPB = 36.84%; and NBPCo = 13.16%terms hereof. Such indemnification shall survive the Escrow Agent’s resignation or removal, or the termination of this Agreement. (b) Each of the Buyer and the Indemnifying Sellers may examine the Escrow Fund and the records pertaining thereto at any time during normal business hours at the Escrow Agent’s office upon 24 hours prior notice and pursuant to the reasonable regulations of the Escrow Agent. The Escrow Agent shall provide the Indemnifying Sellers and the Buyer with monthly statements within ten (10) Business Days after the end of each month setting forth the balance in the Escrow Account, the amount of interest or other earnings accrued on the Escrow Fund to date that year and a description of all transactions, including disbursements, if any, with respect to the Escrow Fund during such month. (c) 5.3 This Agreement is a personal one, the Escrow Agent’s duties hereunder being only to the Buyer Parent and the Indemnifying SellersStockholder Representative, their successors, successors and permitted assigns, heirs and legal representatives, and to no other person whomsoever. (d) 5.4 The Escrow Agent may rely or act upon Joint Written Instructions joint written instructions bearing a signature or signatures properly believed in good faith by the Escrow Agent to be genuine of the Buyer Parent and the Indemnifying SellersStockholder Representative. (e) 5.5 In case any property held by the Escrow Agent pursuant to this Agreement shall be attached, garnished or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or issued, which is binding upon it as advised by legal counsel of its own choosing, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decree, the Escrow Agent shall not be liable to the Buyer Parent or the Indemnifying Sellers Stockholder Representative or to any other person by reason of such compliance in connection with such proceeding, and shall be entitled to reimburse itself therefor out of the Escrow Fund, and if the Escrow Agent shall be unable to reimburse itself from the Escrow Fund, because there are then insufficient assets remaining in the Escrow Fund, the Buyer and the Indemnifying Sellers jointly and severally agree litigation. Parent agrees to pay to the Escrow Agent on demand its reasonable costs, attorneys’ fees, charges, disbursements and expenses in connection with such proceedinglitigation, and such fees and expenses shall not be paid out of the Escrow Funds. (f) 5.6 The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to the Buyer Parent and the Indemnifying Sellers Stockholder Representative specifying the effective date thereof. Within sixty thirty (6030) days after receiving such notice, the Buyer Parent and the Indemnifying Sellers Stockholder Representative jointly shall appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held under this Agreement, less the Escrow Agent’s fees, costs and expenses in connection herewithexpenses, whereupon the Escrow Agent shall upon such distribution to a successor escrow agent, be discharged of and from any and all further obligations arising in connection with this Agreement, except for such liability and expenses which results from the Escrow Agent’s fraud, gross negligence or willful misconduct. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such sixtythirty-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the Buyer Parent and the Indemnifying Sellers Stockholder Representative shall each pay one-half of the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such proceeding. Until a successor escrow agent has accepted such appointment and the Escrow Agent has transferred the Escrow Fund Funds to such successor escrow agent, the Escrow Agent shall continue to retain and safeguard the Escrow Fund Funds until receipt of (Ai) a Joint Written Instruction joint written instruction by the Indemnifying Sellers ▇▇▇▇▇▇ and the BuyerStockholder Representative, or (Bii) an order of a court of competent jurisdiction. Parent and the Stockholder Representative shall have the right upon their mutual written consent to substitute a new escrow agent by giving thirty (30) days prior joint written notice thereof to the Escrow Agent then acting. In such event, the Escrow Agent shall, within thirty (30) days upon receipt of written notice of such removal, account for and deliver to such substituted escrow agent the Escrow Funds. (g) 5.7 In the event of any disagreement between the Indemnifying Sellers Parent and the Buyer Stockholder Representative resulting in adverse claims or demands being made in connection with the Escrow Fund Funds or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be permitted to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction or to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or and to retain the Escrow Fund Funds until the Escrow Agent shall have received (Ai) an order of a court of competent jurisdiction directing delivery of the Escrow FundFunds, or (Bii) a Joint Written Instruction joint written instruction executed by the Indemnifying Sellers ▇▇▇▇▇▇ and the Buyer Stockholder Representative directing delivery of the Escrow FundFunds, at which time the Escrow Agent shall disburse the Escrow Fund Funds in accordance with such court order or Joint Written Instruction. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to samejoint written instruction. (h) 5.8 The Escrow Agent does not have any interest in the Escrow Fund Funds but is serving as escrow holder only and has only possession thereof. If any payments of income from the Escrow Fund Funds shall be subject to withholding regulations then in force with respect to United States taxes, the Buyer Parent and the Indemnifying Sellers Stockholder Representative agree to provide the Escrow Agent with appropriate forms for or with respect to such withholding. This Section 6(h) 5.8 and Sections 6(a) 5.1 and 7 6 shall survive notwithstanding any termination of this Agreement or the Escrow Agent’s resignation. 5.9 All income or losses from the cash and investments of the Escrow Funds held in the Escrow Account shall be taxable to Parent. The Escrow Agent shall report such income or loss on such tax returns as required by the Internal Revenue Service and any state and local departments of revenue. The Escrow Agent shall thereafter hold, maintain and utilize the Escrow Funds pursuant to the terms and conditions of this Agreement. At the Closing Parent shall provide the Escrow Agent with W-9 or W-8 IRS tax forms and the Escrow Agent will file the appropriate 1099 or other required forms pursuant to Federal and applicable state laws. A statement of citizenship will be provided if requested by the Escrow Agent. The Escrow Agent shall have no liability for the payment of taxes.

Liability and Duties of the Escrow Agent. The Escrow Agent’s duties and obligations under this Agreement shall be determined solely by the express provisions of this Agreement. The Escrow Agent shall be under no obligation to refer to any documents other than this Agreement and the instructions and requests delivered to the Escrow Agent hereunder. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect to the Escrow Agent’s responsibility, the Buyer and the Indemnifying Sellers Escrow Parties further agree that: (a) The Neither the Escrow Agent, including nor any of its officers, directors, employees and agents, or agents shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by the Escrow AgentAgent in good faith, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out herewith except to the extent that a final adjudication of a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconductmisconduct was the primary cause of any loss to either Escrow Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Buyer Escrow Parties shall jointly and the Indemnifying Sellers shall severally, and not jointly, severally indemnify and hold the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, attorneys, accountants, experts, agents and employees (collectively, the “Indemnitees”) harmless from and against any and all liability losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the fees and reasonable expenses of in-house or outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) which may arise out of its acceptance of or in connection with (a) the Escrow Fund Agent’s execution and performance of this Escrow Agreement, tax reporting or withholding, the enforcement of any action taken rights or omitted by the Escrow Agent remedies under or in accordance connection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except for in the case of any Indemnitee to the extent that such liability and reasonable expenses which results from Losses are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the Escrow Agent’s gross negligence or willful misconduct. The Buyer and misconduct of such Indemnitee, or (b) its following any instructions or other directions from the Indemnifying Sellers proportionate indemnity obligations for Escrow Parties, except to the extent that its following any such liabilities and expenses shall be as follows: Buyer = 50%; USPB = 36.84%; and NBPCo = 13.16%instruction or direction is expressly forbidden by the terms hereof. Such indemnification shall survive the Escrow Agent’s resignation or removal, or the termination of this Agreement. (b) Each of the Buyer and the Indemnifying Sellers Shareholder may examine the Escrow Fund Account and the records pertaining thereto at any time during normal business hours at the Escrow Agent’s office upon 24 hours hours’ prior notice and pursuant to the reasonable regulations of the Escrow Agent. The Escrow Agent shall provide the Indemnifying Sellers and the Buyer with monthly statements within ten (10) Business Days after the end of each month setting forth the balance in the Escrow Account, the amount of interest or other earnings accrued on the Escrow Fund to date that year and a description of all transactions, including disbursements, if any, with respect to the Escrow Fund during such month. (c) This Agreement is a personal one, the Escrow Agent’s duties hereunder being only to the Buyer and the Indemnifying SellersEscrow Parties, their successors, permitted assigns, heirs and legal representatives, and to no other person whomsoever. (d) No succession to, or assignment of, the interest of the Escrow Parties shall be binding upon the Escrow Agent unless and until written notice of such succession or assignment has been given to the Escrow Agent in accordance with Section 9 hereof and the Escrow Agent has consented in writing to such succession or assignment. (e) The Escrow Agent may rely upon, without inquiry and without requiring substantiating evidence of any kind, and shall not be liable for acting or act refraining from acting upon Joint Written Instructions bearing signatures properly any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by an Authorized Representative (as defined below) of the party delivering such notice, document, instruction or request. For purposes of this Agreement, the “Authorized Representatives” of Buyer or the Shareholder, as the case may be, are those individuals listed on Schedule 1 hereto. The Escrow Agent shall not be liable to Buyer, the Shareholder, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Escrow Account, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent to be genuine of the Buyer in accordance with Section 10 below and the Indemnifying SellersEscrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Escrow Account. (ef) In case any property held by the Escrow Agent pursuant to this Agreement shall be attached, garnished or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decree, the Escrow Agent shall not be liable to the Buyer or the Indemnifying Sellers Escrow Parties or to any other person by reason of such compliance in connection with notwithstanding such proceedingwrit, and shall order or decree be entitled to reimburse itself therefor out of the Escrow Fundsubsequently reversed, and if the Escrow Agent shall be unable to reimburse itself from the Escrow Fundmodified, because there are then insufficient assets remaining in the Escrow Fundannulled, the Buyer and the Indemnifying Sellers jointly and severally agree to pay to the Escrow Agent on demand its reasonable costs, attorneys’ fees, charges, disbursements and expenses in connection with such proceedingset aside or vacated. (fg) The Escrow Agent reserves the right to resign at any time by giving at least 30 days’ prior written notice of resignation to the Buyer and the Indemnifying Sellers Escrow Parties specifying the effective date thereofof the Escrow Agent’s resignation. Within sixty (60) 30 days after receiving following the receipt of such notice, the Buyer and the Indemnifying Sellers Escrow Parties shall jointly shall appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held under this Agreement, less the Escrow Agent’s fees, costs and expenses in connection herewith, whereupon the Escrow Agent shall upon such distribution to a successor escrow agent, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement, except for such liability and expenses which results from the Escrow Agent’s gross negligence or willful misconduct. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such sixty30-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the Buyer and the Indemnifying Sellers shall each pay one-half of the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such proceedingproceeding shall be paid one-half by each of the Shareholder and Buyer. Until a successor escrow agent has accepted such appointment and the Escrow Agent has transferred the Escrow Fund Account to such successor escrow agent, the Escrow Agent Agent’s sole responsibility after such 30-day notice period expires shall continue be to retain and safeguard hold the Escrow Fund until receipt of Account (without any obligation to reinvest the same) and to deliver the same to a designated substitute escrow agent, if any, in accordance with (A) a Joint Written Instruction joint written instruction by the Indemnifying Sellers and the BuyerEscrow Parties, or (Bii) an a final non-appealable order of a court of competent jurisdiction. (gh) In the event of any disagreement between the Indemnifying Sellers Shareholder and the Buyer resulting in adverse claims or demands being made in connection with the Escrow Fund Account or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be permitted entitled to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved refrain from taking any and all liability or obligation with respect to action until such interpleaded assets or to retain the Escrow Fund until time as the Escrow Agent shall have received (Ai) an a final non-appealable order of a court of competent jurisdiction directing delivery or the Arbitrator that is accompanied by opinions of each of Buyer’s and the Escrow FundShareholder’s respective counsel that such order is final and non-appealable, or (B) a Joint Written Instruction joint written instruction executed by the Indemnifying Sellers and the Buyer Escrow Parties directing delivery of the Escrow FundAccount, at which time the Escrow Agent shall disburse the Escrow Fund Account in accordance with such court order determination or Joint Written Instruction. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to samejoint written instruction. (hi) The Escrow Agent does not have any interest in the Escrow Fund Account but is serving as escrow holder only and has only possession thereof. If any payments of income from the Escrow Fund Account shall be subject to withholding regulations then in force with respect to United States taxes, the Buyer and the Indemnifying Sellers Shareholder agree to provide the Escrow Agent with appropriate forms for or with respect to such withholding. (j) The Escrow Parties may, upon at least 30 days’ prior joint written notice to the Escrow Agent, dismiss the Escrow Agent and appoint a successor. This Section 6(h) In such event, the Escrow Agent will promptly account for and Sections 6(a) deliver to the successor escrow agent named in such notice all of the remaining Escrow Funds then held by the Escrow Agent hereunder. Upon acceptance thereof and 7 shall survive notwithstanding of such accounting by such successor escrow agent, and upon reimbursement to the Escrow Agent of all expenses due to it hereunder through the date of such accounting and delivery in accordance with the terms hereof, the Escrow Agent will be discharged from any termination of and all further obligations arising in connection with this Agreement or Agreement, except for such liability and expenses which result from the Escrow Agent’s resignationgross negligence, or willful misconduct.

Liability and Duties of the Escrow Agent. The Escrow Agent’s duties and obligations under this Agreement shall be determined solely by the express provisions of this AgreementAgreement and as set forth in the Final Determination, the Final Judgment or any additional written escrow instructions in accordance with this Agreement and signed jointly by the Representative and Parent which the Escrow Agent may receive after the date of this Agreement (including the Joint Instructions). The Escrow Agent shall be under no obligation to refer to any documents other than this Agreement and the written instructions and requests requests, the Final Determination and any Final Judgment delivered to the Escrow Agent hereunder. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect to the Escrow Agent’s responsibility, the Buyer Representative and the Indemnifying Sellers Parent further agree that: (a) The Escrow Agent, including its officers, directors, employees and agents, shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted in good faith by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in good faith in connection herewith, unless caused by or arising out of the Escrow Agent’s fraud, gross negligence or willful misconductmisconduct of the Escrow Agent (including its affiliates and its and its affiliates’ respective officers, directors and employees). The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through attorneys, affiliates or agents and, with respect to such attorneys or agents (but not affiliates), shall be liable only for its fraud, gross negligence or willful misconduct (as finally adjudicated in a court of competent jurisdiction) in the selection of any such attorney or agent. The Escrow Agent may consult with counsel of its own choice counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall have full and complete authorization and protection not be liable for any action taken, suffered or omitted to be taken or suffered by the Escrow Agent hereunder in good faith and it in accordance with with, or in reliance upon, the advice or opinion of any such counsel, accountants or other skilled persons. The Buyer Representative and the Indemnifying Sellers Parent shall jointly and severally, and not jointly, indemnify and hold the Escrow Agent and its directors, officers and employees (the “indemnitees”) harmless from and against any and all liability losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the reasonable and documented out-of-pocket fees and expenses of outside counsel and all reasonable expense which and documented expenses of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with (i) the Escrow Agent’s execution and performance of this Agreement, the enforcement of any rights or remedies under or in connection with this Agreement, or as may arise out by reason of its acceptance any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses are finally adjudicated by a court of competent jurisdiction to have been caused by the fraud, gross negligence or willful misconduct of the Escrow Fund Agent or its affiliates or its or its affiliates’ respective officers, directors or employees or, (ii) to the extent expressly permitted by the terms of this Agreement, its following any action taken instructions or omitted other directions, whether joint or singular, from Parent and the Representative, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Representative and Parent hereby grant the Escrow Agent a lien on, right of set-off against and security interest in the Escrow Funds for the payment of any claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the Escrow Funds for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 6. Notwithstanding anything to the contrary herein, the Representative and Parent agree, solely as between themselves, that any obligation for indemnification under this Section 6 (or for reasonable and documented fees and expenses of the Escrow Agent described in Section 7) shall be borne between the Representative and Parent based on the relative fault of such Parties (and their representatives), as determined by a court of competent jurisdiction, in causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by the Representative and one-half by Parent, and each such Party shall promptly satisfy its obligations to the other (including, if any amounts have been withdrawn from the Escrow Account by the Escrow Agent in accordance with this Agreementto satisfy the Parties’ joint obligations to the Escrow Agent, except the Parent shall promptly reimburse the Representative for such liability and reasonable expenses which results amounts withdrawn from the Escrow Agent’s gross negligence Account for which it was responsible under this sentence). Anything in this Agreement to the contrary notwithstanding, in no event shall any Party be liable under this Agreement for special, incidental, punitive, indirect or willful misconductconsequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if such Party has been advised of the likelihood of such loss or damage and regardless of the form of action. The Buyer and the Indemnifying Sellers proportionate indemnity obligations for such liabilities and expenses shall be as follows: Buyer = 50%; USPB = 36.84%; and NBPCo = 13.16%. Such indemnification contained in this Section 6 shall survive the Escrow Agent’s resignation or removal, or the termination of this AgreementAgreement and the resignation, replacement or removal of the Escrow Agent. (b) Each Promptly after the end of the Buyer and the Indemnifying Sellers may examine the Escrow Fund and the records pertaining thereto each month, or at any other time during normal business hours at upon request by Parent or the Escrow Agent’s office upon 24 hours prior notice and pursuant to Representative, the reasonable regulations of the Escrow Agent. The Escrow Agent shall provide the Indemnifying Sellers Representative and the Buyer Parent with monthly statements within ten (10) Business Days after the end of each month setting forth the balance in the Escrow Account, the amount of interest or other earnings accrued on the Escrow Fund to date that year and a description of all transactions, including showing disbursements, if any, with respect to of the Escrow Fund during such monthFunds. (c) This Agreement is a personal one, the Escrow Agent’s duties hereunder being only to the Buyer Representative and the Indemnifying SellersParent, their successors, permitted assigns, heirs and legal representatives, and to no other person Person whomsoever. (d) No succession to, or assignment of, the interest of the Representative or Parent under this Agreement shall be binding upon the Escrow Agent unless and until written notice of such succession or assignment has been provided to the Escrow Agent. (e) The Escrow Agent may rely or act upon Joint Written Instructions any written instructions furnished to it pursuant to the terms and provisions of this Agreement bearing a signature or signatures properly believed by the Escrow Agent in good faith to be genuine of the Buyer Representative and the Indemnifying SellersParent without inquiry and without requiring substantiating evidence of any kind. (ef) In case any property held by the Escrow Agent pursuant to this Agreement shall be attached, garnished obeys or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or complies with any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Agreement or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decreeAgreement, the Escrow Agent shall not be liable to the Buyer Representative or the Indemnifying Sellers Parent or to any other person Person by reason of such compliance in connection with such proceedinglitigation (other than as a result of the fraud, and shall be entitled to reimburse itself therefor out gross negligence or willful misconduct of the Escrow FundAgent (including its affiliates and its and its affiliates’ respective officers, directors and employees)). The Escrow Agent will provide written notice to the Representative and Parent as soon as practicable of any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process served upon the Escrow Agent which in any way affects the Escrow Funds (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of Escrow Funds) (any of the foregoing, an “Order”), and if to the extent practicable, at least five (5) Business Days prior to disbursing any funds from the Escrow Account in respect thereof); provided, that the Escrow Agent shall be unable have no obligation to reimburse itself from provide notice to the Representative or Parent with respect to any Order until notice of such Order has been received by the Escrow FundAgent (from any source) at the address set forth in Section 9, because there are then insufficient assets remaining in so long as the Escrow FundAgent provides reasonable written notice to the Representative and Parent prior to taking any action to obey or comply with any Order, the Buyer and the Indemnifying Sellers jointly and severally agree to pay whether or not notice of such Order has been provided to the Escrow Agent on demand its reasonable costs, attorneys’ fees, charges, disbursements and expenses at the address set forth in connection with such proceedingSection 9. (fg) The Escrow Agent reserves may resign and be discharged from its duties or obligations hereunder by giving thirty (30) calendar days advance notice in writing of such resignation to the other Parties specifying a date when such resignation shall take effect. In addition, Parent, on the one hand, and the Representative, on the other hand, acting jointly, shall have the right to resign at any time terminate the appointment of the Escrow Agent by giving written it thirty (30) days’ notice in writing of resignation to the Buyer and the Indemnifying Sellers such termination, specifying the effective date thereofupon which such termination shall take effect. Within sixty thirty (6030) days after receiving such noticenotice in the case of resignation, or providing such notice in the case of termination, the Buyer Representative and the Indemnifying Sellers Parent jointly shall (i) each pay one-half of the Escrow Agent’s outstanding fees, costs and expenses that are due and payable under this Agreement and (ii) appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held under this Agreement, less the Escrow Agent’s fees, costs Agreement and expenses in connection herewithshall deliver all information and documentation related thereto, whereupon the Escrow Agent shall upon such distribution and delivery to a successor escrow agent, be discharged of and from any and all further obligations arising in connection with this Agreement, except for such liability and expenses which results from the Escrow Agent’s fraud, gross negligence or willful misconduct. If the Representative and Parent have failed to appoint a successor escrow agent has not been appointed prior to the expiration of thirty (30) days following either receipt of the notice of resignation or has not accepted such appointment by provision of the end notice of such sixty-day periodtermination, the Escrow Agent may apply to a petition any court of competent jurisdiction for the appointment of a successor escrow agentagent or for other appropriate relief, and the Buyer and the Indemnifying Sellers any such resulting appointment shall each pay one-half be binding upon all of the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such proceedingParties hereto. Until a successor escrow agent has accepted such appointment and the Escrow Agent has transferred the Escrow Fund Funds to such successor escrow agent, the Escrow Agent shall continue to retain and safeguard the Escrow Fund Funds until receipt of (A) a Joint Written Instruction joint written instruction by the Indemnifying Sellers Parent and the BuyerRepresentative, or (B) an order of a court of competent jurisdiction. In accordance with Section 6(a) and Section 7, the Escrow Agent shall have the right to withhold an amount equal to any amount due and owing to the Escrow Agent. (gh) In the event of any disagreement between the Indemnifying Sellers and the Buyer resulting in adverse claims or demands being made in connection with the Escrow Fund or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be permitted but not obligated to interplead all of refer the assets held hereunder into matter to a court of competent jurisdiction, jurisdiction and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or to shall retain the Escrow Fund Funds until the Escrow Agent shall have received (Ai) an order of a court of competent jurisdiction directing delivery of the Escrow Fund, Funds or (Bii) a Joint Written Instruction joint written instruction executed by the Indemnifying Sellers Parent and the Buyer Representative directing delivery of the Escrow FundFunds, at which time the Escrow Agent shall disburse the Escrow Fund Funds in accordance with such court order or Joint Written Instructionjoint written instruction. The parties Parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to samesame (unless in connection with any such dispute a party claims fraud, gross negligence or willful misconduct by the Escrow Agent (including its affiliates and its and its affiliates’ respective officers, directors and employees). (hi) The Subject to Sections 6(a) and 7, the Escrow Agent does not have any interest in the Escrow Fund Funds, but is serving as escrow holder only and has only possession thereofthereof as escrow agent hereunder. If any payments of income from the Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes, the Buyer and the Indemnifying Sellers agree to provide the Escrow Agent with appropriate forms for or with respect to such withholding. This Section 6(h) and Sections 6(a), 7 and this Section 6(i) and 7 shall survive notwithstanding any termination of this Agreement or the Escrow Agent’s resignation.

Liability and Duties of the Escrow Agent. 6.1 The Escrow Agent’s responsibilities, duties and obligations under this Escrow Agreement shall be determined solely by the express provisions of this Escrow Agreement which shall be deemed purely ministerial in nature, and no other duties shall be implied, and the Escrow Agent shall not pay the Escrow Funds, or any portion thereof, except in accordance with the terms of this Escrow Agreement. The Escrow Agent shall be under no obligation to refer to any documents other than this Escrow Agreement and the instructions and requests delivered to the Escrow Agent hereunder. The Escrow Agent shall not be obligated to recognize, and shall not have any liability or responsibility arising under, any agreement to which the Escrow Agent is not a party, even though reference thereto may be made herein. With respect The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document, other than this Escrow Agreement, between or among Buyer and Seller in connection herewith, if any, including, without limitation, the Asset Purchase Agreement, nor shall the Escrow Agent be required to determine if any person has complied with any such agreements, nor shall any additional obligations of the Escrow Agent be inferred from the terms of such agreements, even though reference thereto may be made in this Escrow Agreement. In the event of any conflict between the terms and provisions of this Escrow Agreement relating to the rights or obligations of the Escrow Agent’s responsibility, those of the Asset Purchase Agreement, any schedule or exhibit attached to the Asset Purchase Agreement or any other agreement among Buyer and Seller, the Buyer terms and conditions of this Escrow Agreement shall prevail. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Indemnifying Sellers further agree that:Escrow Account, nor shall the Escrow Agent have any duty or obligation to make any formulaic calculations of any kind hereunder. (a) 6.2 The Escrow Agent, including its officers, directors, employees and agents, shall not be liable to anyone whomsoever by reason of any error of judgment or for any act done or step taken or omitted by the Escrow Agent, or for any mistake of fact or law or anything which the Escrow Agent may do or refrain from doing in connection herewith, in good faith, unless caused by or arising out of the Escrow Agent’s (or any of its directors, officers, agents or employees) gross negligence negligence, fraud or willful misconduct. The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by the Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. The Buyer and the Indemnifying Sellers Seller shall severally, jointly and not jointly, severally indemnify and hold the Escrow Agent harmless and its affiliates and their respective successors, assigns, directors, agents and employees (collectively, the “Indemnitees”) from and against any and all liability actual and direct losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the reasonable expense which may arise fees and expenses of outside counsel) (collectively “Damages”) to the extent arising out of its acceptance of the Escrow Fund or any action taken or omitted by the Escrow Agent in accordance with this Agreement, except for such liability and reasonable expenses which results from (a) the Escrow Agent’s (i) performance of this Escrow Agreement in compliance with the terms hereof, (ii) tax reporting or withholding in respect of all amounts held in the Escrow Account, or (iii) enforcement of any rights or remedies under or in connection with this Escrow Agreement, in each case of clause (i), (ii) or (iii), except to the extent that such Damages are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence negligence, fraud or willful misconduct. The misconduct of any Indemnitee, or (b) the Escrow Agent’s following any joint written instructions or other joint written directions from Buyer and Seller, except to the Indemnifying Sellers proportionate indemnity obligations for extent that its following any such liabilities and expenses shall be as follows: Buyer = 50%; USPB = 36.84%; and NBPCo = 13.16%instruction or direction is expressly forbidden by the terms hereof. Such indemnification shall survive the Escrow Agent’s resignation or removal, or the termination of this Escrow Agreement. For the avoidance of doubt, Consultants’ Representative, shall not have any obligation under this Escrow Agreement to indemnify the Escrow Agent or any other Indemnitee for any Damage. (b) Each of the Buyer and the Indemnifying Sellers may examine the 6.3 This Escrow Fund and the records pertaining thereto at any time during normal business hours at the Escrow Agent’s office upon 24 hours prior notice and pursuant to the reasonable regulations of the Escrow Agent. The Escrow Agent shall provide the Indemnifying Sellers and the Buyer with monthly statements within ten (10) Business Days after the end of each month setting forth the balance in the Escrow Account, the amount of interest or other earnings accrued on the Escrow Fund to date that year and a description of all transactions, including disbursements, if any, with respect to the Escrow Fund during such month. (c) This Agreement is a personal one, the Escrow Agent’s duties hereunder being only to the Buyer Buyer, Seller, Consultants’ Representative and the Indemnifying SellersConsultants, and their successors, respective successors and permitted assigns, heirs and legal representatives, and to no other person whomsoever. (d) 6.4 The Escrow Agent may rely or act upon Joint Written Instructions joint written instructions bearing a signature or signatures properly believed by the Escrow Agent to be genuine of the Buyer and the Indemnifying SellersSeller. (e) 6.5 In case any property held by the Escrow Agent pursuant to this Agreement shall be attached, garnished or levied upon under a court order, or the delivery thereof shall be stayed or enjoined by a court order, or any writ, order, judgment or decree shall be made or entered by any court, or any order, judgment or decree shall be made or entered by any court affecting the property deposited under this Escrow Agreement or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, and in case the Escrow Agent obeys or complies with any such writ, order, judgment or decree, the Escrow Agent shall not be liable to the Buyer or the Indemnifying Sellers Seller or to any other person by reason of such compliance in connection with such proceeding, and shall be entitled to reimburse itself therefor out of the Escrow Fund, and if the Escrow Agent shall be unable to reimburse itself from the Escrow Fund, because there are then insufficient assets remaining in the Escrow Fund, the Buyer and the Indemnifying Sellers jointly and severally agree to pay to the Escrow Agent on demand its reasonable costs, attorneys’ fees, charges, disbursements and expenses in connection with such proceedinglitigation. (f) 6.6 The Escrow Agent reserves the right to resign at any time by giving written notice of resignation to the Buyer and the Indemnifying Sellers Seller specifying the effective date thereof. Within sixty thirty (6030) days after receiving such notice, the Buyer and the Indemnifying Sellers Seller jointly shall appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held under this Escrow Agreement, less the Escrow Agent’s fees, costs and expenses in connection herewithexpenses, whereupon the Escrow Agent shall upon such distribution to a successor escrow agent, be discharged of and from any and all further obligations arising in connection with this Escrow Agreement, except for such liability and expenses which results from the Escrow Agent’s fraud, gross negligence or willful misconduct. If a successor escrow agent has not been appointed or has not accepted such appointment by the end of such sixtythirty-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the Buyer and the Indemnifying Sellers shall each pay one-half of the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such proceedingproceeding shall be paid one-half by Buyer and one-half by Seller. Until a successor escrow agent has accepted such appointment and the Escrow Agent has transferred the Escrow Fund Funds to such successor escrow agent, the Escrow Agent shall continue to retain and safeguard the Escrow Fund Funds until receipt of (A) a Joint Written Instruction joint written instruction signed by the Indemnifying Sellers both Buyer and the Buyer, or (B) an order of a court of competent jurisdictionSeller. (g) 6.7 In the event of any disagreement between the Indemnifying Sellers Buyer and the Buyer Seller resulting in adverse claims or demands being made in connection with the Escrow Fund Funds or in the event that the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent shall be permitted to interplead refrain from taking any action and its sole obligation shall be to keep safely all of the assets property held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets or to retain the Escrow Fund until the Escrow Agent shall have received (A) an order of a court of competent jurisdiction directing delivery of the Escrow Fund, or (B) a Joint Written Instruction executed by the Indemnifying Sellers and the Buyer directing delivery of the Escrow Fund, at which time the Escrow Agent shall disburse the Escrow Fund in accordance with such court order or Joint Written Instruction. The parties hereto other than the Escrow Agent further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to sameescrow. (h) 6.8 The Escrow Agent does not have any interest in the Escrow Fund Funds but is serving as escrow holder only and has only possession thereof. If any payments of income from the Escrow Fund Funds shall be subject to withholding regulations then in force with respect to United States taxes, the Buyer and the Indemnifying Sellers Seller agree to provide the Escrow Agent with appropriate forms for or with respect to such withholding. This Section 6(h) 6.8, Section 6.1 and Sections 6(a) and Section 7 shall survive notwithstanding any termination of this Escrow Agreement or the Escrow Agent’s resignation. 6.9 Seller, Buyer and Consultants’ Representative have provided the Escrow Agent with their respective fully executed IRS Form W-8, or W-9, and/or other required documentation requested by the Escrow Agent prior to the date hereof. The Parties each represent that its correct TIN assigned by the IRS, or any other taxing authority, is set forth in the delivered forms.