{"id":43394,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/escrow-agreement-invision-technologies-inc-quantum-magnetics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"escrow-agreement-invision-technologies-inc-quantum-magnetics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/escrow-agreement-invision-technologies-inc-quantum-magnetics.html","title":{"rendered":"Escrow Agreement &#8211; InVision Technologies Inc., Quantum Magnetics Inc., and Randall R. Lunn"},"content":{"rendered":"<pre>\n                                   ESCROW AGREEMENT\n\n\n    THIS ESCROW AGREEMENT is entered into as of September __, 1997 (the\n'Closing Date'), by and among: INVISION TECHNOLOGIES, INC., a Delaware\ncorporation ('Parent'); QUANTUM MAGNETICS, INC., a California corporation (the\n'Company'); RANDALL R. LUNN, as agent of the former shareholders of the Company\n(the 'Agent'); and _____________ (the 'Escrow Agent').\n\n\n                                       RECITALS\n\n    A.   Parent, the Company and QP ACQUISITION CORP., a California corporation\nand a wholly owned subsidiary of Parent ('Merger Sub'), have entered into an\nAgreement and Plan of Reorganization dated as of September 3, 1997 (the\n'Reorganization Agreement'), pursuant to which Merger Sub is merging with and\ninto the Company in a transaction in which issued and outstanding capital stock\nof the Company will be exchanged for shares of Common Stock, $.001 par value, of\nParent ('Parent Common Stock').\n\n    B.   The Reorganization Agreement contemplates the establishment of an\nescrow arrangement to secure the indemnification and other obligations of the\nCompany under the Reorganization Agreement and various related agreements.\n\n\n                                      AGREEMENT\n\n    The parties to this Escrow Agreement, intending to be legally bound, agree\nas follows:\n\n\nSECTION 1.    DEFINED TERMS\n\n    Capitalized terms used and not otherwise defined in this Escrow Agreement\nshall have the meanings assigned to them in the Reorganization Agreement.\n\n\nSECTION 2.    CONSENT OF THE SHAREHOLDERS OF THE COMPANY\n\n    By virtue of the approval by the shareholders of the Company of the\nReorganization Agreement, the shareholders of the Company receiving shares of\nParent Common Stock in the Merger (the 'Shareholders') have, without any further\nact of any such Shareholder, consented to (i) the establishment of an escrow\n(the 'Escrow') pursuant to this Agreement to secure the indemnification\nobligations of the Company under Section 9 of the Reorganization Agreement, (ii)\nthe appointment of the Agent as agent for the Shareholders in all respects as\nset forth in Section 10.1 of the Reorganization Agreement, (iii) the taking by\nthe Agent of any and all\n\n\n                                          1.\n\n\nactions, including the execution by the Agent of any and all agreements,\ninstruments or other documents, and (iv) all of the other terms and conditions\nof this Agreement.\n\n\nSECTION 3.    ESCROW\n\n    3.1  SHARES AND STOCK POWERS TO BE PLACED IN ESCROW.  Parent shall issue\ncertificates for the aggregate number of shares of Parent Common Stock issuable\nby Parent in the Merger pursuant to clause (B) of each of clause (i), (ii),\n(iii) and (iv) of Section 1.5(a) of the Reorganization Agreement (the 'Escrow\nShares') in the name of the Escrow Agent evidencing the shares of Parent Common\nStock to be held in escrow in accordance with this Escrow Agreement.  The Escrow\nShares shall be held by the Escrow Agent in the Escrow in accordance with the\nprovisions of this Escrow Agreement and shall not be subject to any lien,\nattachment, trustee process or any other judicial process of any creditor of any\nparty hereto or the Shareholders.  Parent may from time to time deposit in the\nEscrow additional shares of Parent Common Stock pursuant to Sections 1.6 or 1.10\nof the Reorganization Agreement and such shares shall be deemed to have been\ndeposited in the Escrow at the Effective Time.  All such shares shall be deemed\nEscrow Shares, and the Persons with rights in respect of such Escrow Shares\nshall be deemed Shareholders, for all purposes hereunder.\n\n    3.2  INDEMNIFICATION.  The Company has agreed in Section 9 of the\nReorganization Agreement that each of the Indemnitees shall be held harmless and\nindemnified from and against, and shall be compensated and reimbursed for, any\nDamages incurred as set forth in Section 9 of the Reorganization Agreement.  The\nCompany, and the Agent on behalf of the Shareholders, expressly agree that the\nEscrow Shares (i) shall be security for such indemnity obligation, subject to\nthe limitations and in the manner provided for in this Agreement and (ii) are\nsubject to release to Parent or other Indemnitee upon the terms set forth\nherein.\n\n    3.3  VOTING OF SHARES.  The Shareholders shall be entitled to vote their\nrespective proportionate amount of Escrow Shares set forth on Exhibit A.  Parent\nshall give the Agent at least as much notice of meetings of shareholders as it\ngives its shareholders generally.  The Agent shall promptly inform each\nShareholder of each such meeting and of the matters to be considered at such\nmeeting.  The Agent shall, in accordance with the instructions received from the\nShareholders, direct the Escrow Agent in writing as to the exercise of voting\nrights pertaining to the Escrow Shares as to which such voting instructions have\nbeen received, and the Escrow Agent shall comply with any such written\ninstructions.  In the absence of such instructions, the Escrow Agent shall not\nvote any of the Escrow Shares.  The Agent shall have no obligation to solicit\nconsents or proxies from the Shareholders for purposes of any such vote.\n\n    3.4  DIVIDENDS, ETC.  Any cash, securities or other property distributable\n(whether by way of dividend, stock split or otherwise) in respect of or in\nexchange for any Escrow Shares shall not be distributed to the Agent or the\nShareholders, but rather shall be deposited by Parent with the Escrow Agent to\nbe held in the Escrow.  At the time any Escrow Shares are required to be\nreleased from the Escrow to any Person pursuant to this Escrow Agreement, any\ncash, securities or other property previously distributed in respect of or in\nexchange for such Escrow Shares shall be released from the Escrow to such\nPerson.\n\n\n                                          2.\n\n\n    3.5  TRANSFERABILITY.  The interests of the Agent and the Shareholders in\nthe Escrow and in the Escrow Shares shall not be assignable or transferable,\nother than by operation of law.  No transfer of any of such interests by\noperation of law shall be recognized or given effect until Parent shall have\nreceived written notice of such transfer.\n\n    3.6  FRACTIONAL SHARES.  No fractional shares of Parent Common Stock shall\nbe retained in or released from the Escrow pursuant to this Escrow Agreement.\nIn connection with any release of Escrow Shares from the Escrow, any Shareholder\nwho would otherwise be entitled to receive a fraction of a share of Parent\nCommon Stock (after aggregating all fractional shares of Parent Common Stock\nissuable to such shareholder) shall be paid by Parent in cash the dollar amount\n(rounded to the nearest whole cent), without interest, determined by multiplying\nsuch fraction by the Designated Parent Stock Price, and such fraction of a share\nshall be returned to Parent.\n\n\nSECTION 4.    CLAIM PROCEDURES\n\n    4.1  CLAIM NOTICE.  If any Indemnitee determines in good faith that there\nis or has been a possible breach by the Company of any representation, warranty,\ncovenant or other provision set forth in the Reorganization Agreement or other\nevent giving rise to an indemnification obligation under Section 9.2 of the\nReorganization Agreement (collectively, an 'Indemnification Event'), and if\nParent shall have consented to such Indemnitee asserting a claim for\nindemnification pursuant to Section 9.8 of the Reorganization Agreement and such\nIndemnitee wishes to make a claim against the Escrow with respect to such\npossible Indemnification Event, then such Indemnitee may deliver to each of the\nAgent and the Escrow Agent a written notice of such possible Indemnification\nEvent (a 'Claim Notice') setting forth (i) a brief description of the\ncircumstances supporting such Indemnitee's belief that such possible\nIndemnification Event exists or has occurred, and (ii) a non-binding,\npreliminary estimate of the aggregate dollar amount of all Damages that have\narisen and may arise as a direct or indirect result of such possible\nIndemnification Event (such aggregate amount being referred to as the 'Claim\nAmount').\n\n    4.2  RESPONSE NOTICE.  Within 15 days after the delivery of a Claim Notice\nto the Agent, the Agent shall deliver to the Escrow Agent (with a copy to\nParent) a written notice (the 'Response Notice') containing:  (i) instructions\nto the effect that Escrow Shares having a Fair Market Value (as defined in\nSection 6) equal to the entire Claim Amount set forth in such Claim Notice are\nto be released from the Escrow to such Indemnitee; OR (ii) instructions to the\neffect that Escrow Shares having a Fair Market Value equal to a specified\nportion (but not the entire amount) of the Claim Amount set forth in such Claim\nNotice are to be released from the Escrow to such Indemnitee, together with a\nstatement that the remaining portion of such Claim Amount is being disputed; OR\n(iii) a statement that the entire Claim Amount set forth in such Claim Notice is\nbeing disputed.  If no Response Notice is received by the Escrow Agent from the\nAgent within 30 days after the delivery of a Claim Notice to the Agent, then the\nAgent shall be deemed to have given instructions to the Escrow Agent that Escrow\nShares having a Fair Market Value equal to the entire Claim Amount set forth in\nsuch Claim Notice are to be released to such Indemnitee from the Escrow.\n\n\n                                          3.\n\n\n    4.3  RELEASE OF ESCROW SHARES TO INDEMNITEES.\n\n         (a)  If the Agent gives (or is deemed to have given) instructions that\nEscrow Shares having a Fair Market Value equal to the entire Claim Amount set\nforth in a Claim Notice are to be released from the Escrow to an Indemnitee,\nthen the Escrow Agent shall be authorized to transfer to such Indemnitee, from\nthe Escrow, Escrow Shares having a Fair Market Value equal to such Claim Amount.\n\n         (b)  If a Response Notice delivered by the Agent in response to a\nClaim Notice contains instructions to the effect that Escrow Shares having a\nFair Market Value equal to a specified portion (but not the entire amount) of\nthe Claim Amount set forth in such Claim Notice are to be released from the\nEscrow to an Indemnitee, then (i) the Escrow Agent shall be authorized to\ntransfer to such Indemnitee, from the Escrow, Escrow Shares having a Fair Market\nValue equal to such specified portion of such Claim Amount, and (ii) the\nprocedures set forth in Section 4.3(c) shall be followed with respect to the\nremaining portion of such Claim Amount.\n\n         (c)  If a Response Notice delivered by the Agent in response to a\nClaim Notice contains a statement that all or a portion of the Claim Amount set\nforth in such Claim Notice is being disputed (such Claim Amount or the disputed\nportion thereof being referred to as the 'Disputed Amount'), then,\nnotwithstanding anything contained in Section 5, the Escrow Agent shall continue\nto hold in the Escrow (in addition to any other Escrow Shares permitted to be\nretained in the Escrow, whether in connection with any other dispute or\notherwise), Escrow Shares having a Fair Market Value equal to 125% of the\nDisputed Amount.  Such Escrow Shares shall continue to be held in the Escrow\nuntil such time as (i) the applicable Indemnitee and the Agent execute a\nsettlement agreement containing instructions regarding the release of such\nshares, or (ii) the Escrow Agent receives a copy of a court order containing\ninstructions to the Escrow Agent regarding the release of such Escrow Shares.\nThe Escrow Agent shall thereupon release such Escrow Shares from the Escrow in\naccordance with the instructions set forth in such settlement agreement or court\norder.  (The parties acknowledge that it is appropriate to retain more than 100%\nof the Claim Amount in the Escrow in recognition of the fact that the Indemnitee\nmay have underestimated the aggregate amount of the actual and potential Damages\narising from a particular Indemnification Event, and to cover interest on such\nClaim Amount in accordance with Section 9.6 of the Reorganization Agreement.)\n\n         (d)  Notwithstanding anything to the contrary set forth in this\nSection 4, the Escrow Agent shall not release to an Indemnitee, and no\nIndemnitee shall be entitled to receive, any Escrow Shares in respect of\nindemnification obligations under Section 9 of the Reorganization Agreement for\nclaims not in respect of or relating to Disputes ('Non-Dispute Indemnification\nClaims') if the total number of Escrow Shares previously released to Indemnitees\ntogether with the number of Escrow Shares being released to such Indemnitee\ncollectively in respect of Non-Dispute Indemnification Claims shall exceed\n77,700 shares; PROVIDED, HOWEVER, that the Escrow Agent shall be entitled to\nrelease, and an Indemnitee shall be entitled to receive, up to such number of\nEscrow Shares in respect of a Non-Dispute Indemnification Claim as shall not\ncause such 77,700 share aggregate maximum to be exceeded.\n\n\n                                          4.\n\n\nSECTION 5.    RELEASE OF SHARES TO SHAREHOLDERS\n\n    5.1  SHARES TO BE RELEASED.  On the date 12 months after the Closing Date\n(the 'Scheduled Escrow Termination Date'), the Escrow Agent shall release to the\nShareholders from the Escrow all Escrow Shares then held in the Escrow, other\nthan any Escrow Shares that are to be retained in the Escrow in accordance with\nSection 4.3(c).  From and after the Scheduled Escrow Termination Date and upon\nthe resolution of a dispute (and the release of Escrow Shares to Indemnitees in\nrespect of such dispute, if any) in accordance with Section 4.3(c), Parent shall\nrelease to the Shareholders any Escrow Shares remaining in the Escrow in respect\nof such dispute.\n\n    5.2  PROCEDURES FOR RELEASING SHARES.\n\n         (a)  In the event that the Escrow Agent is to release Escrow Shares to\nthe Shareholders in accordance with Section 5.1, the Escrow Agent shall be\nauthorized to transfer to each Shareholder, and shall so transfer and release to\neach Shareholder, such number of Escrow Shares, subject to Section 3.6, as shall\nequal the total number of Escrow Shares to be so transferred and released\nmultiplied by the fraction (i) having a numerator equal to the number of shares\nof Parent Common Stock set forth opposite such Shareholder's name on Exhibit A\nhereto and (ii) having a denominator equal to the total number of Escrow Shares\nlisted on Exhibit A.\n\n         (b)  Any release of shares to the Shareholders pursuant to Section 5.1\nmay be effected by mailing a stock certificate to the Shareholders certified\nmail, return receipt requested.\n\n\nSECTION 6.    VALUATION OF SHARES HELD IN ESCROW\n\n    For purposes of this Escrow Agreement, the 'Fair Market Value' of the\nEscrow Shares shall be deemed to be equal to the number of Escrow Shares\nmultiplied by the Designated Parent Stock Price (adjusted as appropriate to\nreflect any stock split, reverse stock split, stock dividend or similar\ntransaction effected by Parent after the Closing Date).\n\n\nSECTION 7.    FEES AND EXPENSES\n\n    7.1  ESCROW AGENT FEES AND EXPENSES.  Upon execution of this Escrow\nAgreement and initial deposit of the Escrow Shares, an acceptance fee of\n$___________ will be payable to the Escrow Agent.  This acceptance fee will\ncover the first year of the Escrow.  Thereafter, an annual administrative fee\nwill be payable in accordance with the Escrow Agent's fee schedules in effect\nfrom time to time.  The Escrow Agent will also be entitled to reimbursement for\nextraordinary expenses incurred in performance of its duties hereunder.\n\n    7.2  PAYMENT OF ESCROW AGENT.  Parent shall pay the fees and expenses of\nthe Escrow Agent for the services to be rendered by the Escrow Agent hereunder.\nParent shall be entitled to reimbursement of one-half of such fees and expenses\nfrom the Shareholders.\n\n\n                                          5.\n\n\n    7.3  AGENT'S FEES AND EXPENSES.  All reasonable expenses (including\nattorneys' fees) incurred by the Agent in connection with the performance of its\nduties hereunder shall be reimbursed to the Agent by the Shareholders.  Parent\nshall not be obligated to reimburse the Agent for any fees charged or expenses\n(including attorneys' fees) incurred by the Agent in connection with the Agent's\nperformance of his duties hereunder.  The Agent hereby agrees that he shall not\nseek payment or reimbursement of any such fees and expenses, if any, from\nParent, the Surviving Corporation or the Company, and that the Agent shall only\nseek payment or reimbursement of all such fees and expenses from the\nShareholders.\n\n    7.4  REIMBURSEMENT PROCEDURES.  Upon a notice in writing delivered to the\nEscrow Agent by Parent in respect of Section 7.2 or Section 8.2, or by the Agent\nin respect of Section 7.3, the Escrow Agent shall transfer, deliver and assign\nto the Person delivering the notice, in reimbursement of fees and expenses\npursuant to Section 7.2, Section 7.3 or Section 8.2, such number of Escrow\nShares held in the Escrow Account which have a Fair Market Value equal to the\namount to be reimbursed.  Notwithstanding the foregoing, the Agent's right of\nreimbursement from the Escrow Shares shall be in all respects subordinate to\nrights of Parent in respect of the Escrow Shares.  The Escrow Agent shall\ntransfer shares to the Agent in reimbursement of its expenses only at such time\nas Escrow Shares are otherwise distributable pursuant to the terms of this\nAgreement to the Shareholders.\n\n\nSECTION 8.    LIMITATION OF ESCROW AGENT'S LIABILITY\n\n    8.1  LIMITATION.  The Escrow Agent shall incur no liability with respect to\nany action taken or suffered by it in reliance upon any notice, direction,\ninstruction, consent, statement or other documents believed by it to be genuine\nand duly authorized, nor for other action or inaction except its own willful\nmisconduct or negligence.  The Escrow Agent shall not be responsible for the\nvalidity or sufficiency of this Agreement.  In all questions arising under the\nEscrow Agreement, the Escrow Agent may rely on the advice of counsel, and for\nanything done, omitted or suffered in good faith by the Escrow Agent based on\nsuch advice the Escrow Agent shall not be liable to anyone.  The Escrow Agent\nshall not be required to take any action hereunder involving any expense unless\nthe payment of such expense is made or provided for in a manner reasonably\nsatisfactory to it.\n\n    8.2  INDEMNIFICATION OF ESCROW AGENT.  Parent and the Shareholders, jointly\nand severally, shall indemnify the Escrow Agent for, and hold it harmless\nagainst, any loss, liability or expense incurred without negligence or willful\nmisconduct on the part of Escrow Agent, arising out of or in connection with its\ncarrying out of its duties hereunder.  As among themselves, each of (i) Parent\nand (ii) the Shareholders shall be liable for one-half (1\/2) of such amounts and\nParent shall be entitled to reimbursement from the Escrow Shares of the\nShareholders' share of any such loss, liability or expense.\n\n\n                                          6.\n\n\nSECTION 9.    SUCCESSOR ESCROW AGENT\n\n    In the event the Escrow Agent becomes unavailable or unwilling to continue\nin its capacity herewith, the Escrow Agent may resign and be discharged from its\nduties or obligations hereunder by giving resignation to the parties to this\nEscrow Agreement, specifying not less than 60 days' prior written notice of the\ndate when such resignation shall take effect.  Parent may appoint a successor\nEscrow Agent without the consent of the Agent so long as such successor is a\nbank with assets of at least $100 million, and may appoint any other successor\nEscrow Agent with the consent of the Agent, which consent shall not be\nunreasonably withheld.  If, within such notice period, Parent provides to the\nEscrow Agent written instructions with respect to the appointment of a successor\nEscrow Agent and directions for the transfer of any Escrow Shares then held by\nthe Escrow Agent to such successor, the Escrow Agent shall act in accordance\nwith such instructions and promptly transfer such Escrow Shares to such\ndesignated successor.\n\n\nSECTION 10.   GENERAL\n\n    10.1 ADJUSTMENT OF EXHIBIT A.  If and when Parent deposits additional\nEscrow Shares with the Escrow Agent, Parent shall revise Exhibit A to reflect\nsuch deposit.  In connection therewith, Parent may as appropriate alter the\nidentity of the Shareholders listed on Exhibit A and the number of Escrow Shares\nset forth opposite the appropriate Shareholders' names, including appropriate\nadjustments with respect to the incidence of any prior release of shares of\nParent Common Stock to an Indemnitee as permitted in Section 1.6 of the\nReorganization Agreement.  Parent may deliver any revised Exhibit A in\naccordance with Section 10.3.  Upon such delivery, any such revised Exhibit A\n(i) shall be deemed appended to this Agreement in replacement of the prior\nExhibit A and (ii) shall constitute Exhibit A for all purposes under this\nAgreement.\n\n    10.2 OTHER AGREEMENTS.     Nothing in this Escrow Agreement is intended to\nlimit any of Parent's or any other Indemnitee's rights, or any obligation of the\nCompany or any Shareholder, under the Reorganization Agreement or under any\nother agreement entered into in connection with the transactions contemplated by\nthe Reorganization Agreement.\n\n    10.3 NOTICES.  Any notice or other communication required or permitted to\nbe delivered to any party under this Escrow Agreement shall be in writing and\nshall be deemed properly delivered, given and received when delivered (by hand,\nby registered mail, by courier or express delivery service or by facsimile) to\nthe address or facsimile telephone number set forth beneath the name of such\nparty below (or to such other address or facsimile telephone number as such\nparty shall have specified in a written notice given to the other parties\nhereto):\n\n\n                                          7.\n\n\n         if to the Escrow Agent:\n\n         [Address]\n\n\n         if to Parent:\n\n              InVision Technologies, Inc.\n              3420 E. Third Avenue\n              Foster City, CA  94404\n              Attention:  Chief Financial Officer\n              Facsimile:  (415) 578-0930\n\n              with a copy to:\n\n              Robert L. Jones, Esq.\n              Cooley Godward LLP\n              Five Palo Alto Square\n              3000 El Camino Real\n              Palo Alto, CA  94306-2155\n              Facsimile:  (415) 857-0663\n\n\n         if to the Agent:\n\n              Randall R. Lunn\n              Techno Venture Management\n              101 Arch Street\n              Suite 1950\n              Boston, MA  02110\n              Facsimile:  (617) 345-9377\n\n\n    10.4 COUNTERPARTS.  This Escrow Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original, and all of which\ntogether shall constitute one and the same instrument.\n\n    10.5 HEADINGS.  The underlined headings contained in this Escrow Agreement\nare for convenience of reference only, shall not be deemed to be a part of this\nEscrow Agreement and shall not be referred to in connection with the\nconstruction or interpretation of this Escrow Agreement.\n\n    10.6 GOVERNING LAW; VENUE.  This Escrow Agreement shall be construed in\naccordance with, and governed in all respects by, the internal laws of the State\nof California (without giving effect to principles of conflicts of laws).  Any\nstate or federal court in the County of San Mateo in the State of California\nshall have exclusive jurisdiction and venue over\n\n\n                                          8.\n\n\nany dispute arising out of this Escrow Agreement and the parties hereby consent\nto the jurisdiction and venue of such courts.\n\n    10.7 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST.\n\n         (a)  Subject to Sections 3.5 and 10.7(b), this Escrow Agreement shall\nbe binding upon: the Company and its successors and assigns (if any); the Agent\nand the shareholders of the Company and their respective estates, successors and\nassigns (if any); and Parent and its successors and assigns (if any).  This\nEscrow Agreement shall inure to the benefit of:  the Company; the Shareholders;\nParent; the other Indemnitees; and the respective successors (if any) of the\nforegoing.\n\n         (b)  Parent may freely assign any or all of its rights under this\nEscrow Agreement, in whole or in part, to any other Person without obtaining the\nconsent or approval of any other party hereto or of any other Person.  None of\nthe Shareholders, the Agent or the Company shall be permitted to assign any of\nhis, her or its rights or delegate any of his, her or its obligations under this\nEscrow Agreement without Parent's prior written consent.\n\n    10.8 WAIVER.\n\n         (a)  No failure on the part of any Person to exercise any power,\nright, privilege or remedy under this Escrow Agreement, and no delay on the part\nof any Person in exercising any power, right, privilege or remedy under this\nEscrow Agreement, shall operate as a waiver of such power, right, privilege or\nremedy; and no single or partial exercise of any such power, right, privilege or\nremedy shall preclude any other or further exercise thereof or of any other\npower, right, privilege or remedy.\n\n         (b)  No Person shall be deemed to have waived any claim arising out of\nthis Escrow Agreement, or any power, right, privilege or remedy under this\nEscrow Agreement, unless the waiver of such claim, power, right, privilege or\nremedy is expressly set forth in a written instrument duly executed and\ndelivered on behalf of such Person; and any such waiver shall not be applicable\nor have any effect except in the specific instance in which it is given.\n\n    10.9 AMENDMENTS.  This Escrow Agreement may not be amended, modified,\naltered or supplemented other than by means of a written instrument duly\nexecuted and delivered on behalf of Parent, the Agent and the Escrow Agent.\n\n    10.10     SEVERABILITY.  In the event that any provision of this Escrow\nAgreement, or the application of any such provision to any Person or set of\ncircumstances, shall be determined to be invalid, unlawful, void or\nunenforceable to any extent, the remainder of this Escrow Agreement, and the\napplication of such provision to Persons or circumstances other than those as to\nwhich it is determined to be invalid, unlawful, void or unenforceable, shall not\nbe impaired or otherwise affected and shall continue to be valid and enforceable\nto the fullest extent permitted by law.\n\n\n                                          9.\n\n\n    10.11     ENTIRE AGREEMENT.  This Escrow Agreement and the Reorganization\nAgreement and the other agreements contemplated in the Reorganization Agreement\nset forth the entire understanding of the parties relating to the subject matter\nhereof and thereof and supersede all prior agreements and understandings among\nor between any of the parties relating to the subject matter hereof and thereof.\n\n    10.12     CONSTRUCTION.\n\n         (a)  For purposes of this Escrow Agreement, whenever the context\nrequires: the singular number shall include the plural, and vice versa; the\nmasculine gender shall include the feminine and neuter genders; the feminine\ngender shall include the masculine and neuter genders; and the neuter gender\nshall include the masculine and feminine genders.\n\n         (b)  The parties hereto agree that any rule of construction to the\neffect that ambiguities are to be resolved against the drafting party shall not\nbe applied in the construction or interpretation of this Escrow Agreement.\n\n         (c)  As used in this Escrow Agreement, the words 'include' and\n'including,' and variations thereof, shall not be deemed to be terms of\nlimitation, but rather shall be deemed to be followed by the words 'without\nlimitation.'\n\n         (d)  Except as otherwise indicated, all references in this Escrow\nAgreement to 'Sections' are intended to refer to Sections of this Escrow\nAgreement.\n\n\n                                         10.\n\n\n    IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of\nthe date first above written.\n\n                                  INVISION TECHNOLOGIES, INC.\n                                  a Delaware corporation\n\n\n                                  By:\n                                      -------------------------------------\n                                       Name:\n                                       Title:\n\n\n                                  QUANTUM MAGNETICS, INC.\n                                  a California corporation\n\n\n                                  By:\n                                      -------------------------------------\n                                       Name:\n                                       Title:\n\n\n\n                                  AGENT:\n\n\n                                  By:\n                                      -------------------------------------\n                                       Randall R. Lunn\n\n\n\n                                  ESCROW AGENT:\n\n\n                                  By:\n                                      -------------------------------------\n                                       Name:\n                                       Title:\n\n\n\n                                         11.\n\n\n                                      EXHIBIT A\n\n                             SHAREHOLDERS OF THE COMPANY\n\n\n                                         NUMBER OF\nSHAREHOLDER                            ESCROW SHARES\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9622,9626],"class_list":["post-43394","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43394","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43394"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43394"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43394"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43394"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}