HERETO, THE NECESSARY PARTIES HERETO SHALL JOIN IN FURNISHING SUCH INSTRUMENTS.
(H)
IT IS UNDERSTOOD AND AGREED THAT IF YOU BELIEVE A DISPUTE HAS
ARISEN WITH RESPECT TO THE DELIVERY AND/OR OWNERSHIP OR RIGHT OF POSSESSION OF
THE SECURITIES HELD BY YOU HEREUNDER, YOU ARE AUTHORIZED AND DIRECTED TO RETAIN
IN YOUR POSSESSION WITHOUT LIABILITY TO ANYONE ALL OR ANY PART OF SAID
SECURITIES UNTIL SUCH DISPUTE SHALL HAVE BEEN SETTLED EITHER BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES CONCERNED OR BY A FINAL ORDER, DECREE OR JUDGMENT OF A
COURT OF COMPETENT JURISDICTION AFTER THE TIME FOR APPEAL HAS EXPIRED AND NO
APPEAL HAS BEEN PERFECTED, BUT YOU SHALL BE UNDER NO DUTY WHATSOEVER TO
INSTITUTE OR DEFEND ANY SUCH PROCEEDINGS.
(I)
THESE JOINT ESCROW INSTRUCTIONS SET FORTH YOUR SOLE DUTIES WITH
RESPECT TO ANY AND ALL MATTERS PERTINENT HERETO AND NO IMPLIED DUTIES OR
OBLIGATIONS SHALL BE READ INTO THESE JOINT ESCROW INSTRUCTIONS AGAINST YOU.
(J)
THE COMPANY SHALL INDEMNIFY YOU AND HOLD YOU HARMLESS AGAINST ANY
AND ALL DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS'
FEES AND DISBURSEMENTS, (INCLUDING WITHOUT LIMITATION THE FEES OF COUNSEL
RETAINED PURSUANT TO SECTION 4(E) ABOVE, FOR ANYTHING DONE OR OMITTED TO BE DONE
BY YOU AS ESCROW AGENT IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF
YOUR DUTIES HEREUNDER, EXCEPT SUCH AS SHALL RESULT FROM YOUR GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
5.
NOTICE. ANY NOTICE REQUIRED OR PERMITTED HEREUNDER SHALL BE GIVEN
IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN UPON PERSONAL DELIVERY OR UPON
DEPOSIT IN THE UNITED STATES POST OFFICE, BY REGISTERED OR CERTIFIED MAIL WITH
POSTAGE AND FEES PREPAID, ADDRESSED TO EACH OF THE OTHER PARTIES THEREUNTO
ENTITLED AT THE FOLLOWING ADDRESSES, OR AT SUCH OTHER ADDRESSES AS A PARTY MAY
DESIGNATE BY TEN DAYS' ADVANCE WRITTEN NOTICE TO EACH OF THE OTHER PARTIES
HERETO.
COMPANY:
Notices to the Company shall be sent to the address set forth in the salutation
hereto, Attn: President
HOLDER:
Notices to Holder shall be sent to the address set forth below Holder's
signature below.
ESCROW AGENT:
Notices to the Escrow Agent shall be sent to the address set forth in the
salutation hereto.
6.
MISCELLANEOUS.
(A)
BY SIGNING THESE JOINT ESCROW INSTRUCTIONS, YOU BECOME A PARTY
HERETO ONLY FOR THE PURPOSE OF SAID JOINT ESCROW INSTRUCTIONS, AND YOU DO NOT
BECOME A PARTY TO THE AGREEMENT.
9
(B)
THIS INSTRUMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
Very truly yours,
BioSphere Medical, Inc.
By:
Title:
HOLDER:
(Signature)
Print Name
Address:
Date Signed:
ESCROW AGENT:
10
Exhibit B
(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)
FOR VALUE RECEIVED,
I hereby sell, assign and transfer
unto
(
) shares of Common Stock, $[0.01] par
value per share, of
(the "Corporation") standing in my name
on the books of the Corporation represented by
Certificate(s) Number
herewith, and do hereby irrevocably
constitute and appoint
attorney to transfer the said
stock on