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(h) The Escrow Agent (and any successor escrow agent) may at any time resign as such by delivering the Escrow Shares and cash, if applicable, to (i) any banking corporation or trust company organized under the laws of the United States or of any state which corporation or company is jointly designated by the other parties hereto in writing as successor escrow agent and consents in writing to act as successor escrow agent or (ii) any court of competent jurisdiction; whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (x) the appointment of a successor escrow agent by designation by the other parties to this Escrow Agreement, the acceptance of such successor escrow agent of the appointment as Escrow Agent, and delivery of the Escrow Shares and/or cash in the Escrow Account to such successor escrow agent (or delivery of the Escrow Shares and any such cash to any court of competent jurisdiction) or (y) the day that is 60 days after the date of delivery of its written notice of resignation to the other parties hereto. If at that time the Escrow Agent has not received a designation of a successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to safekeep the Escrow Shares and/or cash in the Escrow Account until receipt of a designation of successor escrow agent, a joint written instruction as to disposition of the Escrow Shares and/or cash in the Escrow Account by the other parties hereto, or a final order of a court of competent jurisdiction mandating disposition of the Escrow Shares and or cash in the Escrow Account.

(i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of this Escrow Agreement and acknowledges receipt of the Escrow Shares. Buyer and Seller shall split the payment for Escrow Agent’s services hereunder the Escrow Agent’s compensation set forth in Schedule I hereto. Buyer and Seller further agree to reimburse the Escrow Agent for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees and out of pocket expenses and disbursements of its counsel).

  • 10.

    Dividends and Voting

    • (a)

      Dividends, Interest, Etc. Any securities distributable in respect of or in exchange for any of the Shares, whether by way of stock

splits or otherwise (excluding stock dividends), shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be issued in the name of Seller, and shall be considered Escrow Shares. Any stock dividends, cash dividends or other property shall be distributed to Seller.

(b) Voting of Shares . On any matter brought before Seller for a vote, Seller shall deliver written notice to the Escrow Agent (“Voting Notice”) setting forth the manner in which the Escrow Agent shall vote the Escrow Shares. Seller shall deliver the Voting Notice to the Escrow Agent at least five (5) days prior to the date of the taking of any vote (the “Voting Notice Date”). The Escrow Agent shall vote the Escrow Shares in proportions as indicated by Seller. The Escrow Agent shall have no obligation to vote any of the Escrow Shares if no Voting Notice is received prior to the Voting Notice Date or if such notice does not clearly set forth the manner in which the Escrow Agent shall vote the Escrow Shares.

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