Common use of Escrow Agent Clause in Contracts

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution and delivery of this Agreement, Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds and other items is authorized, and agrees by acceptance of them, to be bound by deposit them promptly, hold same in escrow within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions in Section 2.4 of this Agreement Contract. Failure of funds to become COLLECTED shall not excuse Buyer’s performance. When conflicting demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the extent applicable to its dutiesDeposit, liabilities and obligations Agent may take such actions permitted by this Paragraph 13, as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunderdeems advisable. If Escrow Agent is in doubt as to its Agent’s duties or obligations with regard to the Escrowed Fundsliabilities under this Contract, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its Agent’s option, continue to hold the Escrowed Funds subject matter of the escrow until both Buyer and Seller the parties agree as to their disposition, its disbursement or until a final judgment is entered by of a court of competent jurisdiction directing their dispositionshall determine the rights of the parties, or the Escrow Agent may interplead the Escrowed Funds in accordance deposit same with the laws clerk of the State circuit court having jurisdiction of Floridathe dispute. Escrow An attorney who represents a party and also acts as Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between Buyer and Seller wherein Agent is made a party because of acting as Agent hereunder, or in any proceeding where Agent interpleads the subject matter of the escrow, Agent shall recover reasonable attorney’s fees and costs incurred, to be paid pursuant to court order out of the escrowed funds or equivalent. Agent shall not be responsible liable to any party or person for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss mis-delivery of any interest escrowed items, unless such mis-delivery is due to Agent’s willful breach of this Contract or principal resulting from the withdrawal Agent’s gross negligence. This Paragraph 13 shall survive Closing or termination of the Escrowed Funds prior to the date interest is posted thereonthis Contract.

Escrow Agent. (a) By its execution Placement Agent and delivery the Company have consented to the appointment of this Manufacturers and Traders Trust Company as independent Escrow Agent and have all accepted the terms of the non-interest bearing Escrow Agreement, in the form as annexed hereto as Exhibit B (the “Escrow Agent agrees Agreement”). All amounts to be bound paid by the terms and conditions in Section 2.4 of this Agreement Purchasers shall be deposited prior to the extent applicable to its duties, liabilities and obligations as Closing into the escrow account (the “Escrow”) maintained by “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreementan Escrow Agreement and may be immediately drawn upon at each Closing as there is no minimum offering amount. Escrow Agent shall incur no liability Purchasers will not have an opportunity to approve of a Closing or request refund of any moneys held in connection escrow after a Closing has occurred during the offering period. Purchasers acknowledge and agree that their subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered to escrow with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer appropriate subscription documents and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Fundstheir subscription received, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its optionthe request of the Placement Agent and Company together, continue disburse funds from escrow and conduct a Closing without any consent or notice to Purchasers. The Placement Agent or Company may reject any subscriptions in whole or in part for any reason or for no reason and shall cause the Escrow Agent to return funds to the Purchaser to the extent of such non accepted funds, or, retains the right to hold the Escrowed Funds same in escrow for acceptance or rejection at a future closing, until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws termination of the State of Florida. Escrow Agent offering, at which time, any unused subscription funds shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior returned to the date interest is posted thereonPurchaser.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) Deposit and any accrued interest thereon in accordance with the terms of this Agreement. Seller and Purchaser agree that the duties of Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit and any accrued interest thereon in accordance with this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds Deposit and any accrued interest thereon for any reason other than Escrow Agent’s breach of contract, 's willful misconduct or gross negligence. In the event that Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed FundsDeposit and any accrued interest thereon, or if in the event that Escrow Agent receives conflicting instructions from Buyer Purchaser and Seller with respect to the Escrowed FundsDeposit and any accrued interest thereon, the Escrow Agent shall not be required to disburse the Escrowed Funds Deposit or any accrued interest thereon and may, at its option, continue to hold the Escrowed Funds Deposit and any accrued interest thereon until both Buyer Purchaser and Seller agree as to their its disposition, or until a final judgment is entered by a court of competent jurisdiction directing their its disposition, or the Escrow Agent may interplead the Escrowed Funds Deposit and any accrued interest thereon in accordance with the laws of the State of Floridastate in which the Property is located. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds Deposit except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds Deposit or any accrued interest thereon prior to the date interest is posted thereon. Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.5 and 1.6 hereof.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State Commonwealth of FloridaMassachusetts. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, Seller for all out-of-pocket costs and expenses incurred in connection with its obligations hereunderhereunder with each Buyer and Seller being responsible for ½ of the amounts due Escrow Agent unless due to the default of one particular party under this Agreement, in which case all of the out-of-pocket costs shall be attributable to the Party at fault. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of FloridaOhio. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution and delivery of Any funds delivered to the Escrow Agent shall, pursuant to this Agreement, be held by said Escrow Agent in trust and shall be placed by Escrow Agent in an interest bearing account in a federally insured banking institution. The Escrow Agent is authorized and agrees by acceptance thereof to be bound by the hold same in escrow and to disburse it at closing in accordance with terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with In the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the event Escrow Agent receives conflicting instructions from Buyer regarding the Deposit under the provisions of this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or, if requested by Purchaser or Seller, Escrow Agent shall may deposit all the monies then held pursuant to this Agreement with the Clerk of the Circuit Court of the county having jurisdiction of the dispute, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully ease and terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any suit between Purchaser and Seller with respect wherein the Escrow Agent is made a party by virtue of action as such Escrow Agent interpleads the subject matter of this escrow, Escrow Agent shall be entitled to recover reasonable attorneys' fees and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the Escrowed Funds, prevailing party. All parties agree that the Escrow Agent shall not be required liable to disburse any party or person whomsoever for misdelivery to Purchaser or Seller of monies subject to this escrow unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court part of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereonAgent.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) Deposit in accordance with the terms hereof and any Additional Escrow Instructions. Seller and Buyer agree that the duties of this AgreementEscrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance herewith and any Additional Escrow Instructions, the consummation of the Closing in accordance with the terms and provisions hereof and any Additional Escrow Instructions, and the performance of any other actions specifically made the responsibility of Escrow Agent hereunder or any Additional Escrow Instructions. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds Deposit for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. In the event that Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed FundsDeposit, or if in the event that Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed FundsDeposit, the Escrow Agent shall not be required to disburse the Escrowed Funds Deposit and may, at its option, shall continue to hold the Escrowed Funds Deposit until both Buyer and Seller agree as to their disposition, its disposition or until a final judgment is entered by a court of competent jurisdiction directing their its disposition, or the Escrow Agent may shall interplead the Escrowed Funds Deposit in accordance with the laws of the State of Floridastate in which the Property is located. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds Deposit except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds Deposit (in accordance with the terms hereof and any Additional Escrow Instructions) prior to the date interest is posted thereonthereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited.

Escrow Agent. (a) By its execution The Placement Agent and delivery the Company have consented to the appointment of this Agreement, Signature Bank as independent Escrow Agent agrees to be bound by (the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold ”) and dispose have accepted the terms of the funds non-interest bearing Escrow Agreement, in the form as annexed hereto as Exhibit D (the “Escrow Agreement”). All amounts to be paid by Purchasers shall be deposited with prior to the Closing into the escrow account (the “Escrow”) maintained by the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreementan Escrow Agreement and may be immediately drawn upon at each Closing; provided, however, that the minimum offering amount of $2,000,000 has been raised. Purchasers will not have an opportunity to approve of a Closing or request refund of any moneys held in Escrow Agent shall incur no liability in connection after a Closing has occurred. Purchasers acknowledge and agree that their subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered into Escrow with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer appropriate Subscription Booklet and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Fundstheir Subscription Agreement received, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its optionthe request of the Placement Agent and Company together, continue disburse funds from Escrow and conduct a Closing without any consent or notice to Purchasers. The Placement Agent or Company may reject any subscriptions in whole or in part for any reason or for no reason and shall cause the Escrow Agent to return funds to the Purchaser to the extent of such non accepted funds, or, retains the right to hold the Escrowed Funds same in Escrow for acceptance or rejection at a future Closing, until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws termination of the State of Florida. Escrow Agent offering, at which time, any unused subscription funds shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior returned to the date interest is posted thereonPurchaser.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) Deposit in accordance with the terms hereof and any Additional Escrow Instructions. Seller and Buyer agree that the duties of this AgreementEscrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance herewith and any Additional Escrow Instructions, the consummation of the Closing in accordance with the terms and provisions hereof and any Additional Escrow Instructions, and the performance of any other actions specifically made the responsibility of Escrow Agent hereunder or any Additional Escrow Instructions. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds Deposit for any reason other than Escrow Agent’s breach of contract, 's willful misconduct or gross negligence. In the event that Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed FundsDeposit, or if in the event that Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed FundsDeposit, the Escrow Agent shall not be required to disburse the Escrowed Funds Deposit and may, at its option, shall continue to hold the Escrowed Funds Deposit until both Buyer and Seller agree as to their disposition, its disposition or until a final judgment is entered by a court of competent jurisdiction directing their its disposition, or the Escrow Agent may shall interplead the Escrowed Funds Deposit in accordance with the laws of the State of Floridastate in which the Properties are located. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds Deposit except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds Deposit (in accordance with the terms hereof and any Additional Escrow Instructions) prior to the date interest is posted thereonthereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited.

Escrow Agent. (a) By its execution The payment of the Deposit, Cash to Close and delivery all other funds provided hereunder to the Escrow Agent is for the accommodation of the parties to this Agreement, Escrow Agent agrees to be bound by . The duties of the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of be determined solely by the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms express provisions of this Agreement. The Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds not be liable for any reason other than Escrow Agent’s breach mistake of contract, fact or error of judgment or any acts or omissions of any kind unless caused by its own willful misconduct or gross negligence. The Escrow Agent shall be reimbursed entitled to rely on any instrument or signature believed by Buyer it to be genuine and Sellermay assume that any person purporting to give any writing, jointly and severally, for all out-of-pocket costs and expenses incurred notice or instruction in connection with its obligations hereunderthis Agreement is duly authorized to do so by the party on whose behalf such writing, notice, or instruction is given. If Upon receiving written notice from either party as to a dispute as to what party should receive any escrow funds, Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, may continue to hold the Escrowed Funds until both Buyer and Seller agree as parties jointly provide a written authorization to their disposition, release the escrowed funds or until a final judgment is entered by the Escrow Agent may deposit (interplead) the escrowed funds with a court of competent jurisdiction directing their dispositionand the act of such interpleader shall immediately relieve Escrow Agent of its duties, liabilities, and responsibilities hereunder. Transferee and Transferor will, and hereby agree to jointly and severally indemnify the Escrow Agent for and hold it harmless against any loss, liability, or expense including Attorney's Fees incurred on the part of the Escrow Agent arising out of or in connection with the acceptance of, or the Escrow Agent may interplead performance of its duties under, this Agreement, as well as the Escrowed Funds in accordance with costs and expenses of defending against any claim or liability arising under this Agreement unless caused by its own willful misconduct or gross negligence. This provision shall survive the laws Closing or earlier termination of the State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except this Agreement as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereonexpressly provided herein.

Escrow Agent. (a) By its execution The Placement Agent and delivery the Company have consented to the appointment of this [__________________] as independent Escrow Agent and have all accepted the terms of the non-interest bearing Escrow Agreement, in the form as annexed hereto as Exhibit B (the “Escrow Agent agrees Agreement”). All amounts to be bound paid by the terms and conditions in Section 2.4 of this Agreement Purchasers shall be deposited prior to the extent applicable to its duties, liabilities and obligations as Closing into the escrow account (the “Escrow”) maintained by “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreementan Escrow Agreement and may be immediately drawn upon at each Closing; provided, however, that the minimum offering amount of $2,000,000 has been raised. Escrow Agent shall incur no liability Purchasers will not have an opportunity to approve of a Closing or request refund of any moneys held in connection escrow after a Closing has occurred during the offering period. Purchasers acknowledge and agree that their subscriptions are irrevocable and binding commitments on the part of the Purchaser and that once their funds have been tendered to escrow with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer appropriate subscription documents and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Fundstheir subscription received, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its optionthe request of the Placement Agent and Company together, continue disburse funds from escrow and conduct a Closing without any consent or notice to Purchasers. The Placement Agent or Company may reject any subscriptions in whole or in part for any reason or for no reason and shall cause the Escrow Agent to return funds to the Purchaser to the extent of such non accepted funds, or, retains the right to hold the Escrowed Funds same in escrow for acceptance or rejection at a future closing, until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws termination of the State of Florida. Escrow Agent offering, at which time, any unused subscription funds shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior returned to the date interest is posted thereonPurchaser.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” The Escrow Agent shall immediately deposit for collection and shall hold and dispose of the funds deposited with the all Deposits delivered to Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this AgreementAgent. Escrow Agent shall incur no liability in connection with not be accountable for the safekeeping or disposition of the Escrowed Funds yield earned on such escrow account, except for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunderinterest actually earned. If there is any dispute as to whether the Escrow Agent is in doubt as obligated to its duties deliver any monies which it holds or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect whom said monies are to the Escrowed Fundsbe delivered, the Escrow Agent shall not be required obligated to disburse the Escrowed Funds and maymake any delivery, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or but in such event the Escrow Agent may interplead hold same until receipt by the Escrowed Funds Escrow Agent of an authorization in accordance with the laws writing signed by all of the State parties having an interest in such dispute directing the disposition of Floridasame; or, in the absence of such authorization, the Escrow Agent may hold such monies with interest thereon until the final determination of the rights of the parties pursuant to appropriate legal proceedings. If such written authorization is not given or such legal proceeding for determination not commenced and diligently continued, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the monies it holds in escrow in court, pending such determination. In the event the Escrow Agent places the monies it holds in escrow in the registry of the Court having jurisdiction with regard to this transaction and files en action of interpleader naming the parties hereto, the Escrow Agent shall be released and relieved from any and all further obligations and liability hereunder. The Escrow Agent shall not be responsible for any acts or omissions except for willful misconduct or gross negligence. In the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss event of any interest or principal resulting from the withdrawal of the Escrowed Funds prior dispute with regard to the date interest is posted thereonmonies which are being held by Escrow Agent, then with respect to the costs and expenses incurred by Escrow Agent in connection with the filing of an interpleader action (including, but not limited to, reasonable attorneys' and paralegals' fees for Escrow Agent's attorneys) the non-prevailing party hereby indemnifies and holds Escrow Agent harmless from all loss, cost or expense including, but not limited to, attorneys' fees and court costs through all trial and appellate levels incurred by Escrow Agent in connection with this Agreement.

Escrow Agent. (a) By its execution his signature below, the Escrow Agent receiving funds or the equivalent is authorized and delivery agrees by acceptance of them to deposit them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with terms and conditions of this Agreement. Failure of clearance of funds shall not excuse the Buyer's performance hereunder. In the event of a dispute or if in doubt as to the Escrow Agent's duties or liabilities under the provisions of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its the Escrow Agent's option, either: (i) continue to hold the Escrowed Funds subject matter of the escrow until both Buyer and Seller the parties mutually agree as to their disposition, its disbursement or until a final judgment is entered by of a court of competent jurisdiction directing their disposition, shall determine the rights of the parties; or (ii) the Escrow Agent may interplead the Escrowed Funds in accordance Deposit(s) into the registry of the clerk of the circuit court of Manatee County, Florida. Upon notifying all parties concerned of such action, the Escrow Agent shall be released from any further or continuing liability with respect to the disposition of such Deposit(s). In such event only, the Escrow Agent will be entitled to reimbursement to the extent of all costs and expenses reasonably incurred to obtain an order of interpleader, including reasonable attorney's fees, which will be secured by a lien upon the Deposit(s) deposited with the laws of the State of FloridaCourt. Furthermore, Escrow Agent shall not be responsible precluded from representing Buyer in an action relating to the Deposit or arising out of this Agreement solely by virtue of having the Escrow Agent. The Escrow Agent shall exercise ordinary care with respect to the custody and delivery of the Deposit(s) and any other duties of the Escrow Agent under this Agreement. The Escrow Agent will not be liable for any act or omission that is undertaken in good faith and with ordinary care unless due to the preservation Escrow Agent's gross negligence, willful misconduct or intentional acts. Without limitation, the Escrow Agent may assume without verification the genuineness of principal or any interest ignatures on any writings that are regular on their face and may maintain the Escrowed Funds except as is actually earnedDeposit(s) in a federally insured, commingled trust account. The Escrow Agent will not be liable for any act, omission, or for the loss of any interest or principal resulting from the withdrawal failure of the Escrowed Funds prior depository institution unless specifically authorized or directed by the Escrow Agent. No provision of this Agreement by itself authorizes recovery of monetary damages, costs, expenses, or attorneys' fees from or against the Escrow Agent. The Escrow Agent will have a reasonable period of time to comply with all further instructions received pursuant to this Agreement, which in all events will be not less than five (5) working days. The Escrow Agent's sole duty of collection with respect to any instrument payable to the date interest Escrow Agent is posted thereonto present such instrument promptly for payment and to advise the parties promptly if it is not then collected in the ordinary course of banking business.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement and the Holdback Escrow Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of FloridaColorado. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold the Deposit in escrow in an interest bearing account and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) disburse it in accordance with the terms and conditions of this AgreementContract. Escrow Agent All interest earned on the Deposit shall incur no liability belong to the Purchaser except in connection with the safekeeping or disposition event of a default entitling the Escrowed Funds for any reason other than Escrow Agent’s breach of contractSeller to the Deposit, willful misconduct or gross negligencein which event the interest accrued thereon shall belong to the Seller. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent In the event it is in doubt as to its duties or obligations with regard to the Escrowed Fundsliabilities under this Contract, or if the Escrow Agent receives conflicting instructions from Buyer may, in its sole discretion, continue to hold the Deposit until the parties mutually agree as to the disbursement thereof, or until the rights of the parties are determined in accordance with the Contract, or it may deliver the Deposit then held pursuant to this Contract to the Clerk of the Circuit Court of Hillsborough County, Florida, and upon notifying all parties concerned of such delivery, all liability on the part of the Escrow Agent shall fully cease and terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. In the event of any dispute between Purchaser and Seller with respect wherein the Escrow Agent is made a party or if Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover its attorneys' fees and costs incurred, said fees and costs to be charged and assessed against the Escrowed Funds, non-prevailing party in any such dispute. All parties agree that the Escrow Agent shall not be required liable to disburse any party or person whomsoever for misdelivery to Purchaser or Seller of the Escrowed Funds and mayDeposit, at its option, continue unless such misdelivery shall be due to hold willful breach of this Contract or gross negligence on the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court part of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of FloridaAgent. Both Purchaser and Seller, jointly and severally, agree to indemnify and hold Escrow Agent shall not be responsible for the preservation harmless from all expenses, costs and damages incurred by Escrow Agent in connection with or as a result of principal or any interest on the Escrowed Funds except its acting as is actually earnedEscrow Agent herein but excepting only such costs, or for the loss of any interest or principal resulting expenses and damages as result from the withdrawal willful breach or gross negligence of the Escrowed Funds prior Escrow Agent. Both parties recognize and acknowledge that Escrow Agent has agreed to the date interest is posted thereonserve as Escrow Agent only as a convenience to both parties.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 2.5 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Funds, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of the State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) Deposit in accordance with the terms of this Agreement. Seller and Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds Deposit for any reason other than Escrow Agent’s breach of contract, 's willful misconduct or gross negligence. In the event that Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed FundsDeposit, or if in the event that Escrow Agent receives conflicting instructions from Buyer Purchaser and Seller with respect to the Escrowed FundsDeposit, the Escrow Agent shall not be required to disburse the Escrowed Funds Deposit and may, at its option, (a) continue to hold the Escrowed Funds Deposit until both Buyer Purchaser and Seller agree as to their disposition, its disposition or until a final judgment is entered by a court of competent jurisdiction in Xxxxxx County, Mississippi directing their disposition, its disposition or the (b) Escrow Agent may interplead the Escrowed Funds Deposit in any court of competent jurisdiction in Xxxxxx County, Mississippi in accordance with the laws of the State of FloridaMississippi. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds Deposit except as is actually earned, earned or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds Deposit prior to the date interest is posted thereon. Escrow Agent shall execute this Agreement solely for the purpose of being bound by the provisions of Sections 1.4(a) and 1.5. THE TERMS OF THIS SECTION 1.5 SUPERCEDE THE TERMS OF ANY OTHER PROVISION OF THIS AGREEMENT: ESCROW AGENT IS HEREBY AUTHORIZED AND DIRECTED TO RELEASE THE INITIAL DEPOSIT TO PURCHASER IMMEDIATELY (WITHOUT FURTHER AUTHORIZATION FROM SELLER) UPON RECEIPT BY ESCROW AGENT OF PURCHASER’S NOTICE OF TERMINATION OF THIS AGREEMENT ON OR PRIOR TO 5:00 P.M. PREVAILING FLOWOOD, MISSISSIPPI TIME ON JUNE 6.

Escrow Agent. (a) By its execution and delivery of this Agreement, The Escrow Agent is authorized, and agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose acceptance of the funds deposited with the Escrow Agent pursuant Deposit, to this Agreement (“Escrowed Funds”) deposit them promptly, hold same in escrow and, subject to clearance, disburse them in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition and conditions of the Escrowed Funds for any reason other than Escrow AgentContract. Failure of the Buyer’s breach of contract, willful misconduct or gross negligence. Escrow Agent funds to clear shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereundernot excuse Buyer’s performance. If Escrow Agent is in doubt as to its Escrow Agent’s duties or obligations with regard to liabilities under the Escrowed Funds, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed Fundsprovisions of this Contract, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its Escrow Agent’s option, continue to hold the Escrowed Funds subject matter of the escrow until both Buyer and Seller the parties hereto agree as to their disposition, its disbursement or until a final judgment is entered by of a court of competent jurisdiction directing their dispositionshall determine the rights of the parties, or Escrow Agent may deposit same with the Clerk of the Circuit Court having jurisdiction of the dispute. An attorney who represents a party and also acts as Escrow Agent may represent such party in such action. Upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent may interplead shall fully terminate, except to the Escrowed Funds extent of accounting for any items previously delivered out of escrow. Any suit between Buyer and Seller wherein Escrow Agent is made a party because of acting as Escrow Agent hereunder, or in accordance with any suit wherein Escrow Agent interpleads the laws subject matter of the State escrow, Escrow Agent shall recover reasonable attorneys’ fees and costs incurred with these amounts to be paid from and out of Floridathe escrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. The Escrow Agent shall not be responsible liable to any party or person for misdelivery to Buyer or Seller of items subject to the preservation of principal or any interest on the Escrowed Funds except as escrow, unless such misdelivery is actually earned, or for the loss of any interest or principal resulting from the withdrawal due to willful breach of the Escrowed Funds prior to provisions of the date interest is posted thereonContract or gross negligence of the Escrow Agent.

Escrow Agent. The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the Deposit, the Escrow Agent shall: (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by hold the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with Deposit until the Escrow Agent pursuant has received releases signed by all parties to this Agreement (“Escrowed Funds”) in accordance with the terms of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or transaction authorizing disposition of the Escrowed Funds for Deposit, or (b) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (c) deliver such Deposit into the court by filing an Interpleader Action. In the event of any reason other than litigation between Seller and Purchaser concerning the Deposit, Escrow Agent’s breach 's sole responsibility may be satisfied, at Escrow Agent's option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of contractsuch Deposit into court, willful misconduct neither Purchaser nor Seller shall have any further right, claim, demand, or gross negligenceaction against the Escrow Agent. In the event any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent shall be reimbursed by Buyer being made a party to any litigation, Seller and SellerPurchaser, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if shall indemnify the Escrow Agent receives conflicting instructions from Buyer for all costs, and Seller with respect to the Escrowed Funds, reasonable attorneys' fees and legal expenses incurred by the Escrow Agent shall as a result thereof, provided that such litigation does not be required to disburse the Escrowed Funds and may, at its option, continue to hold the Escrowed Funds until both Buyer and Seller agree as to their disposition, or until result in a final judgment is entered by a court of competent jurisdiction directing their disposition, or against the Escrow Agent may interplead for acting improperly under this Agreement. Notwithstanding anything to the Escrowed Funds contrary contained in accordance with this Section 2.4, Escrow Agent and Seller acknowledge and agree that Purchaser has the laws unilateral right to receive a refund of the State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior Deposit pursuant to the date interest is posted thereonSection 5.2.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent.” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) Deposit in accordance with the terms of this Agreement; provided that (i) prior to expiration of the Contingency Period, the Deposit shall be refunded to Buyer at Buyer’s sole discretion, notwithstanding any controversy, notice of direction or demand from Seller, (ii) the Escrow Agent shall at Closing pay the Deposit to Seller, inclusive of any interest earned thereon, without the necessity of further notice, notwithstanding any controversy, notice or demand from Buyer, and (iii) except as provided in clause (i) and (ii), not otherwise disburse the Deposit except upon joint written order of Buyer and Seller or pursuant to a final unappealable order from a court of competent jurisdiction over the parties. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds Deposit for any reason other than Escrow Agent’s breach of contract, fraud, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed FundsDeposit, or if the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed FundsDeposit, the Escrow Agent shall not be required to disburse the Escrowed Funds Deposit and may, at its option, continue to hold the Escrowed Funds Deposit until both Buyer and Seller agree as to their its disposition, or until a final judgment is entered by a court of competent jurisdiction directing their its disposition, or the Escrow Agent may interplead the Escrowed Funds Deposit in accordance with the laws of the State of FloridaNew York. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds Deposit except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds Deposit prior to the date interest is posted thereon.

Escrow Agent. (a) By its execution Seller and delivery Purchaser hereby authorize Cors & Xxxxxxx, LLC, 000 X. Xxxx Xxxx Way, Suite 400, Cincinnati, OH 45202 to act as the escrow agent for the Closing of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as transaction (“Escrow Agent.” ”). Escrow Agent shall hold and dispose of all Closing funds (the funds deposited with the Escrow Agent pursuant to this Agreement (“Escrowed Funds”) due under this Agreement in accordance with a non-interest bearing account in a financial institution of its choosing. In the terms event of this Agreement. Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the Escrowed Funds for any reason other than doubt as to Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to liabilities under the Escrowed Funds, or if provisions of this Article of the Escrow Agent receives conflicting instructions from Buyer and Seller with respect to the Escrowed FundsAgreement, the Escrow Agent shall not be required to disburse the Escrowed Funds and may, at its optionin Escrow Agent’s sole discretion, continue to hold the Escrowed Funds until both Buyer and Seller the parties mutually agree as in writing to their dispositionthe disbursement thereof, or until a final judgment is entered by a of court of competent jurisdiction directing their dispositionshall determine the rights of the parties thereto, or the Escrow Agent may interplead institute an action for interpleader of the Escrowed Funds, or any portion thereof, and deliver the Funds, or any portion thereof, to the Clerk of the Court for Xxxxxxxx County, Ohio, in connection with such action, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall terminate, except to the extent of accounting for the Funds, if any, paid out of escrow. In the event of any suit to which the Escrow Agent is made a party by virtue of acting as Escrow Agent under this Article, including but not limited to an action for interpleader initiated by Escrow Agent, Escrow Agent shall be entitled to recover its reasonable attorneys’ fees and costs incurred at the trial and all appellate levels of litigation from the non-prevailing party, or in the case of an interpleader action, from the Funds in accordance deposited with the laws of court and the State of Floridanon-prevailing party. Purchaser, Seller, and MCH hereby jointly indemnify and hold the Escrow Agent harmless from and against any loss, liability, claim or damage whatsoever (including reasonable attorneys’ fees and court costs at trial and all appellate levels) the Escrow Agent may incur or be exposed to in its capacity as Escrow Agent under this Article except for gross negligence or willful misconduct. The Escrow Agent shall not be responsible liable to either party for misdelivery of any Funds held in escrow unless such misdelivery shall be due to gross negligence or wanton and willful misconduct on Escrow Agent’s part. The parties acknowledge that the preservation Escrow Agent is Purchaser’s attorney. In the event that any dispute arises between Purchaser and either Seller, MCH or both, Escrow Agent may continue to represent Purchaser as Purchaser’s legal counsel regardless of principal whether or not the Escrow Agent continues to hold the Funds, or any interest on the Escrowed Funds except as is actually earned, or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereonportion thereof.