Common use of Escrow Agent Clause in Contracts

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom the ▇▇▇▇▇▇▇ Money Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyDeposit, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money Deposit until a final non appealable determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money Deposit in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ MoneyDeposit. Upon making delivery of the ▇▇▇▇▇▇▇ Money Deposit in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Deposit and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationDeposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The Settlement Administrator, in its capacity as Escrow Agent’s duties , shall allocate, use, and/or disburse the funds in the Total Settlement Fund—following the deductions set forth in Section 2.5—in equal amounts to the members of the Settlement Class who have not opted out. All costs and liabilities related to the administration, maintenance, investment, use and/or disbursement of the Settlement Fund shall be borne by the Total Settlement Fund, and the Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. (a) The Escrow Agent shall not disburse any part of the Total Settlement Fund except as provided in this Agreement or by an order of the Court. (b) Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Agreement, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of this Agreement. The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. (c) All funds held by the Escrow Agent pursuant to this Agreement are purely ministerial and in nature, its capacity as Settlement Administrator shall be deemed and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted considered to be done by the Escrow Agent in the good faith performance legal custody of its duties hereunder and do each hereby indemnify the Escrow Agent againstCourt, and shall holdremain subject to the jurisdiction of the Court, saveuntil such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. (d) Notwithstanding the fact that the Effective Date of the Settlement has not occurred, and defend the Escrow Agent harmless fromSettlement Administer may pay from the Settlement Fund, any costswithout further approval and/or order of the Court, liabilities, reasonable costs and expenses actually incurred by the Escrow Agent in serving Settlement Administrator as Escrow Agent hereunder Notice and Administration Expenses, including, without limitation, delivering the Settlement Notice to the Settlement Class by mail and/or other means, locating Settlement Class Members, assisting Settlement Class Members with inquiries or Opt Out requests, and in faithfully discharging its duties administering the Settlement and obligations hereunderthe Settlement Fund. The Escrow Agent is acting as a stakeholder only Released Parties shall have no responsibility for or liability whatsoever with respect to the ▇▇▇▇▇▇▇ Money. If there is Notice and Administration Expenses, nor shall they have any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money responsibility or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make liability whatsoever for any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance claims with the provisions hereofrespect thereto.

Escrow Agent. Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability or any instrument deposited with or delivered by Escrow Agent is acting in good faith. The Parties hereby release or exchanged by the parties hereunder, whether or not Escrow Agent from any liability prepared such instrument; (c) for any error loss or impairment of judgment or for any act done or omitted to be done by the Escrow Agent funds that have been deposited in escrow while those funds are in the good faith performance course of its duties hereunder and do each hereby indemnify collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the Escrow Agent againstfailure, and shall holdinsolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, saveunless a properly executed written instruction, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred accepted by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇E▇▇▇▇▇ MoneyAgent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. If there is Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Moneyany monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such determination. The monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. (a) Escrow Agent shall hold and dispose of the Deposit strictly in accordance with the terms of this Agreement. Escrow Agent shall not be responsible for any interest on the Deposit except as it is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. (b) It is understood and agreed that the Escrow Agent’s sole duties pursuant to this Agreement hereunder are purely ministerial in nature, as provided herein and that the Escrow Agent shall incur no in the performance of its duties hereunder is hereby released and exculpated from all liability whatsoever except for its willful misconduct malfeasance or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability negligence and shall not be liable or responsible for any error of judgment or for any act anything done or omitted to be done by in good faith as herein provided. If either Seller or Purchaser makes a written demand upon the Escrow Agent in setting forth the good faith performance basis for such demand, for payment of its duties hereunder and do each hereby indemnify all or a portion of the Deposit, the Escrow Agent against, shall send written notice to the other party of such demand and shall hold, save, and defend of its intention to pay over the amount demanded within two Business Days thereafter. If before the proposed payment date the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as does not receive a stakeholder only with respect written objection to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether proposed payment setting forth the basis for such objection, the Escrow Agent is obligated hereby authorized and directed to deliver make such payment. If before the ▇▇▇▇▇▇▇ Money proposed payment date such other party (or as its counsel) delivers to whom the ▇▇▇▇▇▇▇ Money is Escrow Agent a written objection to be deliveredsuch payment setting forth the basis for such objection, the Escrow Agent may refuse shall promptly deliver a copy of such objection to make any delivery the party originally demanding payment, and may shall continue to hold such amount until otherwise directed by the ▇▇▇▇▇▇▇ Money until receipt joint written instruction of Seller and Purchaser or by a final judgment of a court which is no longer subject to, or the subject of, an appeal. In the event that a dispute shall arise as to the disposition of all or any portion of the Deposit held by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationAgent, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination shall, at its option, either (a) commence an action of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to interpleader and deposit the ▇▇▇▇▇▇▇ Money in same with a court of competent jurisdiction in the State of Kentucky (either a Kentucky or Federal Court), pending the decision of such determinationcourt, and shall be entitled to rely upon the final judgment of any such court with respect to the disposition of all or any portion of the Deposit provided that such judgment is no longer subject to, or the subject of, an appeal or (b) hold the same pending receipt of joint instructions from Seller and Purchaser and shall be entitled to rely upon such joint instructions with respect to the disposition of all or any portion of the Deposit. The Escrow Agent shall be entitled to consult with counsel and be reimbursed for all costs and reasonable expenses of such action or proceeding, including consultation with respect to its duties as Escrow Agent and shall be further entitled to be reimbursed for all reasonable attorneys’ fees and disbursements, out of pocket expenses incurred in connection with such activities. All such expenses shall be paid by the Party determined party whose position shall not be sustained. (c) Each of Seller and Purchaser shall execute and deliver to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent an IRS Form W-9. The party receiving any portion of the interest earned on the Deposit shall have no further liability or obligation hereunderpay all taxes on and with respect to the same. The Escrow Agent shall execute not be responsible for any diminution in value of the Purchase Price, loss of any principal or interest thereon, or penalties incurred with respect thereto, for any reason whatsoever, provided the Purchase Price has been invested by the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent as hereinabove provided.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Contributor and BuyerLMP, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto as Exhibit F in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such ▇▇▇▇▇▇▇ Money (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of such ▇▇▇▇▇▇▇ Money (or portions thereof) are being requested, Escrow Agent shall disburse such ▇▇▇▇▇▇▇ Money pursuant to such notice; provided, however, that Escrow Agent shall (1) promptly notify the counterparty that Escrow Agent has received a request for disbursement, and (2) withhold disbursement of such ▇▇▇▇▇▇▇ Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such ▇▇▇▇▇▇▇ Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for hereby accepts its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving designation as Escrow Agent hereunder and in faithfully discharging its duties agrees to hold and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the herein provided. Escrow Agent may refuse to make shall not be liable for any delivery acts taken in good faith, shall only be liable for its willful or gross negligence, and may continue to hold may, in its sole discretion, rely upon the ▇▇▇▇▇▇▇ Money until receipt oral or written notices, communications, orders or instructions given by the County or Seller. In the event of a dispute between the County and Seller under this Contract sufficient in the discretion of Escrow Agent of an authorization in writingto justify its doing so, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold shall be entitled to tender into the ▇▇▇▇▇▇▇ Money until a final determination registry or custody of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a any court of competent jurisdiction pending all money or property in its hands under the terms of this Contract with or without the initiation of such determinationlegal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Contract. The Any such legal action may be brought in any such court as Escrow Agent shall determine to have jurisdiction thereof. Seller and the County hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, including, without limitation, any litigation arising from this Contract or involving the subject matter hereof; provided, however, that if Escrow Agent shall be reimbursed for all costs and expenses found guilty of willful default or gross negligence under this Contract, then, in such action or proceedingevent, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall bear all such losses, claims, damages and expenses; and provided further, that neither Seller nor the County shall have no further any liability or obligation hereunder. The to Escrow Agent shall execute under this indemnity provision for any cost of litigation incurred by Escrow Agent, including, without limitation, attorney fees, arising or caused solely by the conduct of the other party which results in a dispute solely between the other party and Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent. SELLER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT (A) THE ESCROW AGENT IS THE COUNTY’S COUNSEL AND AS SUCH THE ESCROW AGENT HAS NOT AND WILL NOT EXERCISE ANY INDEPENDENT PROFESSIONAL JUDGMENT ON SELLER’S BEHALF, AND (B) THE ESCROW AGENT, IN THE EVENT OF A DISPUTE BETWEEN THE COUNTY AND SELLER, WHERE ESCROW AGENT ACTS AS THE COUNTY’S COUNSEL AND REPRESENTS THE COUNTY IN ANY DISPUTE OR LITIGATION, SHALL RESIGN AND SHALL APPOINT A SUCCESSOR OR SUBSTITUTE ESCROW AGENT, WHICH THE COUNTY AND SELLER SPECIFICALLY AGREE THE ESCROW AGENT MAY DO.

Escrow Agent. In the absence of bad faith on its part, Escrow Agent’s Agent may conclusively rely on a notice of instruction that is furnished to Escrow Agent that conforms to the requirements of this Agreement. In performing any of its duties pursuant hereunder, Escrow Agent shall not incur any liability to this Agreement are purely ministerial in natureanyone for any damages, losses or expenses except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect to any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, contained therein, but which the Escrow Agent shall incur no liability whatsoever except for its willful misconduct in good faith believe to be genuine, to have been signed or gross negligence, so long as presented by a proper person or persons and to conform with the provisions of this Agreement. In the event any party disputes a proposed disbursal by Escrow Agent and Escrow Agent is acting in good faith. The Parties hereby release unable to resolve the dispute, Escrow Agent from any liability for any error of judgment or for any act done or omitted may tender the Escrowed Funds into a court Escrow Agent deems to be done by the of competent jurisdiction which shall discharge Escrow Agent in of all further duties and liabilities hereunder or under this Agreement. Seller and Buyer hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by Escrow Agent hereunder and attributable to the good faith acts of such party, except those arising from willful default or breach of trust by Escrow Agent or the performance of its duties hereunder hereunder, including any litigation arising from this Agreement or involving the subject matter hereof. Seller and do each hereby Buyer have no obligation to indemnify the Escrow Agent against, and shall hold, save, and defend for the Escrow Agent harmless from, acts of any costs, liabilities, and expenses incurred other party. The total fees charged by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether shall be paid from the Escrow Agent is obligated to deliver Amount. Such fees shall not exceed the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt investment fee normally charged by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding Escrowee for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofinvested client funds.

Escrow Agent. Escrow Agent’s duties pursuant Borrower and Lender hereby employ Title Company to act as escrow agent in connection with the transactions described in this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct Equipment Loan Agreement. Borrower and Lender will deliver to Title Company all documents, pay to Title Company all sums and do or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted cause to be done all other things necessary or required by this Agreement and the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orEquipment Loan Agreement, in the absence reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company shall not cause the transaction to close unless and until it has received written instructions from Lender and Borrower to do so. Title Company is authorized to pay, from any funds held by it for Lender's or Borrower's respective credit all amounts necessary to procure the delivery of such written authorizationdocuments and to pay, on behalf of Lender and Borrower, all charges and obligations payable by them, respectively. Borrower will pay all charges payable by it to Title Company. Title Company is authorized, in the Escrow Agent may event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold the ▇▇▇▇▇▇▇ Money any documents and/or funds deposited hereunder until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money shall be brought in a court of competent jurisdiction pending to determine the rights of Borrower and Lender or to interplead such determinationdocuments and/or funds in an action brought in any such court. The Escrow Agent Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be reimbursed for all costs and expenses deemed to constitute conclusive evidence of such action or proceeding, including reasonable attorneys’ fees and disbursements, Title Company's agreement to be bound by the Party determined not terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be entitled made by check, certified check or wire transfer, as directed by Borrower and Lender. Title Company shall be under no obligation to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the manners herein providedrequirements hereof, until it is advised by the Escrow Agent shall have no further bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Premises, concerning the amount of such charge or assessment or the amount secured by such lien, without liability or obligation hereunderresponsibility for the accuracy of such statement. The Escrow Agent employment of Title Company as escrow agent shall execute not affect any rights of subrogation under the Escrow Receipt attached hereto in order terms of any title insurance policy issued pursuant to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthereof.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in SECTION 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyDeposit or any other monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent’s duties pursuant to Security 1st Title, Concordia, Kansas, shall be the escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, Trustees’ Deed, and other contract documents at the time of the execution of this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as soon thereafter as the Escrow Agent is acting in good faithparties can tender the same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by Purchaser, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. The Parties hereby release escrow agent shall deliver the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect deed to the ▇Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Security 1st Title, Concordia, Kansas, is ▇▇▇▇▇▇ Moneyappointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. If there In accepting any funds or documents delivered hereunder, it is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery agreed and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orunderstood that, in the absence event of such written authorizationdisagreement between the parties to this Agreement, the Escrow Agent may escrow agent will and does reserve the right to hold the ▇▇▇▇▇▇▇ Money all money and documents concerning this escrow until a final determination mutual agreement has been reached between all of the rights parties hereto or until delivery is legally authorized by final judgment or decree from a court of the Parties in an appropriate judicial proceedingcompetent jurisdiction. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in court pending such determination and shall have the right to employ attorneys for the reasonable protection of the escrow property and of itself and shall have the right to reimburse itself out of any funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to cover same. Furthermore, the parties hereby agree that if this contract is canceled by the parties or if any ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent money is to be forfeited or refunded, the amount to be distributed shall first be reimbursed reduced by any unpaid charges for all costs credit reports, appraisals, surveys, and expenses of such action or proceedingtitle investigation fees, including reasonable attorneys’ fees and disbursementsif any, incurred by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery escrow agent on behalf of the ▇▇▇▇▇▇▇ Money in any of party receiving the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoffunds.

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’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, so long 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 is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt 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 an authorization in writingthe 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, signed by 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. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. 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 deposit them promptly, hold same in escrow within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this 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 Deposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties pursuant to or liabilities under this Agreement are purely ministerial in natureContract, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencemay, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstat Agent’s option, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition subject matter of the ▇▇▇▇▇▇▇ Money, or, in escrow until the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money parties agree to its disbursement or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending shall determine the rights of the parties, or 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 Agent may represent such determinationparty in such action. The Escrow Upon notifying all parties concerned of such action, all liability on the part of Agent shall be reimbursed fully terminate, except to the extent of accounting for all costs 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 expenses 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 such action acting as Agent hereunder, or proceedingin any proceeding where Agent interpleads the subject matter of the escrow, including Agent shall recover reasonable attorneys’ attorney’s fees and disbursementscosts incurred, by the Party determined not to be entitled paid pursuant to court order out of the ▇▇▇▇▇▇▇ Moneyescrowed funds or equivalent. Upon making Agent shall not be liable to any party or person for mis-delivery of the ▇▇▇▇▇▇▇ Money in any escrowed items, unless such mis-delivery is due to Agent’s willful breach of the manners herein provided, the Escrow Agent this Contract or Agent’s gross negligence. This Paragraph 13 shall have no further liability survive Closing or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoftermination of this Contract.

Escrow Agent. Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and no implied duties will be read into this Agreement against Escrow Agent’s . WhiteBird, PLLC is also a law firm representing Buyer. In the event of a dispute between the parties, the parties consent to WhiteBird, PLLC continuing to represent Buyer, notwithstanding the fact that it will also have duties pursuant to under this Agreement. Escrow Agent is authorized and agrees by acceptance of proceeds in accordance with this Agreement are purely ministerial in nature, and the to perform all duties of Escrow Agent as required by this Agreement. Escrow Agent shall incur no liability whatsoever except not be liable for its any loss resulting from any default, error, action or omission of Buyer or Seller, loss or impairment of funds in the course of collection or while on deposit resulting from failure or suspension of the depository institution, Escrow Agent's compliance with any legal process, order or judgment of any court, whether or not subsequently vacated or modified, unless such act shall be due to the willful misconduct breach of this Agreement or the gross negligencenegligence on the part of the Escrow Agent. Escrow Agent may act in reliance on any writing or instrument or signature that it, so long as in good faith, believes to be genuine; may assume the validity and accuracy of any statement or assertion contained in such writing or instrument; and may assume that any person purporting to give any writing, notice, advice, or instructions in connection with the provisions of this Agreement has been duly authorized to do so. The provisions of this section shall survive the Closing or the earlier termination of this Agreement and may not be amended without the prior written consent of Escrow Agent. In the event of any suit between the Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent or in good faith. The Parties hereby release the event of any suit in which the Escrow Agent from any liability for any error interpleads the subject matter of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedthis escrow, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute be entitled to recover its costs in connection therewith, including reasonable attorneys' fees and costs incurred in all trial, appellate and bankruptcy court proceedings, said fees and costs to be charged and assessed as court costs in favor of the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofnon-prevailing party.

Escrow Agent. Escrow Agent’s duties pursuant Borrower and Lender hereby employ Title Company to act as escrow agent in connection with the transaction described in this Agreement are purely ministerial in natureAgreement. Borrower and Lender will deliver to Title Company all documents, pay to Title Company all sums and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct do or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted cause to be done all other things necessary or required by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orthis Agreement, in the absence reasonable judgment of Title Company, to enable Title Company to comply herewith and to enable any title insurance policy provided for herein to be issued. Title Company shall not cause the transaction to close unless and until it has received written instructions from Lender and Borrower to do so. Title Company is authorized to pay, from any funds held by it for Lender's or Borrower's respective credit all amounts necessary to procure the delivery of such written authorizationdocuments and to pay, on behalf of Lender and Borrower, all charges and obligations payable by them, respectively. Borrower will pay all charges payable by it to Title Company. Title Company is authorized, in the Escrow Agent may event any conflicting demand is made upon it concerning these instructions or the escrow, at its election, to hold the ▇▇▇▇▇▇▇ Money any documents and/or funds deposited hereunder until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money shall be brought in a court of competent jurisdiction pending to determine the rights of Borrower and Lender or to interplead such determinationdocuments and/or funds in an action brought in any such court. The Escrow Agent Deposit by Title Company of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be reimbursed for all costs and expenses deemed to constitute conclusive evidence of such action or proceeding, including reasonable attorneys’ fees and disbursements, Title Company's agreement to be bound by the Party determined not terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be entitled made by check, certified check or wire transfer, as directed by Borrower and Lender. Title Company shall be under no obligation to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the manners herein providedrequirements hereof, until it is advised by the Escrow Agent shall have no further bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Premises, concerning the amount of such charge or assessment or the amount secured by such lien, without liability or obligation hereunderresponsibility for the accuracy of such statement. The Escrow Agent employment of Title Company as escrow agent shall execute not affect any rights of subrogation under the Escrow Receipt attached hereto in order terms of any title insurance policy issued pursuant to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthereof.

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’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, so long 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 is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt 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 an authorization in writingthe Commonwealth of Massachusetts. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, signed by 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. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and a. Escrowee shall pay the Escrow Agent shall incur no liability whatsoever except reasonable compensation for its willful misconduct or gross negligenceservices hereunder, so long as in accordance with Schedule B, and shall reimburse the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment all reasonable expenses, disbursements and advances incurred or for any act done or omitted to be done made by the Escrow Agent in the good faith performance of its duties hereunder. Notwithstanding the foregoing, in the event of any dispute hereunder between Escrower and do each hereby indemnify Escrowee, the non-prevailing party in any such dispute shall pay the prevailing party's and the Escrow Agent against, Agent's reasonable expenses (including without limitation reasonable attorney's fees and shall hold, save, and defend the court costs) incurred in such dispute. b. The Escrow Agent harmless frommay resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Escrowee and Escrower specifying a date when such resignation shall take effect. Upon such notice, any costs, liabilities, and expenses incurred by the a successor Escrow Agent in serving as shall be appointed with the mutual consent of Escrowee and Escrower, such successor Escrow Agent to become Escrow Agent hereunder upon the receipt of the Collateral. If Escrowee and in faithfully discharging its duties and obligations hereunder. The Escrower are unable to agree upon a successor Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after such notice, the Escrow Agent shall be entitled to appoint its successor or to petition a court of competent jurisdiction to appoint a successor. The Escrow Agent shall continue to act until its successor accepts the escrow and receives the Collateral. Escrowee and Escrower shall have the right at any time upon mutual consent to substitute a new Escrow Agent by giving notice thereof to the Escrow Agent then acting. c. The Escrow Agent undertakes to perform such duties as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. The Escrow Agent shall have no responsibility for the contents of any writing contemplated herein and may rely without any liability upon the contents thereof. d. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by willful misconduct or gross negligence. e. Each of Escrower and Escrowee agrees to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder as a consequence of such disputeparty's wrongful action, and Escrower and Escrowee agree jointly to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder that are not a consequence of Escrower's or Escrowee's wrongful action, except in either case for liabilities incurred by the Escrow Agent resulting from its own willful misconduct or gross negligence. The obligations of the Escrower and the Escrowee under this clause (e) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. f. No assignment of the interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent. g. In the event that any escrow property shall be attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. h. If the Escrow Agent becomes involved in litigation on account of this Escrow Agreement, it shall have the right to retain counsel. The parties hereto (other than the Escrow Agent), jointly agree to pay to the Escrow Agent on demand its reasonable attorney's fees, disbursements and expenses in connection with any such litigation. i. In the event that conflicting demands are made upon the Escrow Agent for any situation not addressed in this Escrow Agreement, the Escrow Agent may bring an appropriate action withhold performance of the terms of this Escrow Agreement until such time as said conflicting demands shall have been withdrawn or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a rights of the respective parties shall have been settled by court of competent jurisdiction pending such determination. The adjudication, arbitration, joint order or otherwise. j. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be reimbursed for and become the successor Escrow Agent hereunder and vested with all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled title to the ▇▇▇▇▇▇▇ Money. Upon making delivery whole property or trust estate and all of the ▇▇▇▇▇▇▇ Money in trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the manners parties hereto, anything herein provided, to the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofcontrary notwithstanding.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and The sole responsibility of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be to deposit the Earnest Money Deposit in an ac▇▇▇▇▇ ▇nd documents necessary to do so and to disburse said funds according to the terms of this Agreement. In the event of a breach of this Agreement by either Transferor or gross negligenceTransferee, so long as or if, in the sole discretion of the Escrow Agent is acting in good faith. The Parties hereby release Agent, some doubt exists as to when, to whom or under what circumstances such Earnest Money Deposit shall be ▇▇▇▇▇▇sed hereunder, and the parties hereto are unable after ten (10) days' prior written notice thereof from Escrow Agent from any liability for any error of judgment to agree and direct Escrow Agent, in writing, as to when, to whom or for any act done or omitted to be done by the under what circumstances Escrow Agent in shall disburse the good faith performance of its duties hereunder and do each hereby indemnify the same, Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect be entitled to interplead said Earnest Money Deposit into the ▇▇▇▇▇it Court of Atlanta, Georgia, without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred by Escrow Agent in connection with any such interpleader may be deducted by Escrow Agent from the amount of the Earnest Money Deposit prior to ▇▇▇ Money▇▇posit into the registry of the Court. If there is In any dispute as to whether the event, however, all parties agree that Escrow Agent is obligated shall have no liability or any further responsibility to deliver any party or person whomsoever for any disbursement of the ▇Earnest Money Deposit made by ▇▇▇▇▇▇ Agent in good faith unless such disbursement shall constitute a willful breach of the duties and obligations of Escrow Agent under this Agreement or gross negligence on the part of Escrow Agent. The interest received on the Earnest Money or as to whom the Deposit shall b▇ ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice ed to the Escrow Agent account of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationTransferee at closing. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by has executed the Party determined not receipt attached to be entitled this Agreement to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, confirm that the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding and will hold and disburse funds paid in respect of the same on deposit Contribution Value in accordance with escrow pursuant to the provisions hereofof this Agreement and as directed by the parties in the Settlement (Closing) Statement.

Escrow Agent. (a) Escrow Agent shall be entitled to rely upon any signature, paper or other document believed by it to be genuine, without actual notice of changed conditions or status of any person, firm or corporation executing the same and shall not be required to audit or substantiate the proper application of any funds disbursed pursuant to a properly executed disbursement notice. (b) When all funds received or to be received by Escrow Agent hereunder, or pursuant hereto, have been released, delivered or otherwise disposed of as provided herein, this Agreement shall thereupon terminate and Escrow Agent shall thereby be released and discharged from all further liability hereunder. (c) The Parties do hereby acknowledge that Escrow Agent is a disinterested stakeholder and has no personal interest in this transaction. As a part of the consideration for Escrow Agent’s duties pursuant agreeing to this Agreement are purely ministerial in natureact as Escrow Agent hereunder, MRTC, GMC and the GCSI do hereby agree that Escrow Agent shall incur no liability whatsoever except for not be required to bring, to defend, or to otherwise enter into any litigation or legal proceedings of any type arising out of or which may in any way be connected with or affected by this Agreement or the performance of it. However, Escrow Agent may, in its willful misconduct sole discretion, bring, defend or gross negligenceotherwise participate in any such litigation or legal proceedings, so long as and in such event, all of its costs, expenses, liabilities and reasonable attorney’s fees shall be borne by and properly paid or refunded out of the Escrow Fund, upon demand. (d) In addition to all other rights and remedies which Escrow Agent might have hereunder, at any time which Escrow Agent is acting not reasonably sure of its rights or duties hereunder, or which there is a dispute or disagreement among or between any persons or parties whomsoever respecting any rights in good faith. The Parties hereby release or to the funds held hereunder or in any way affecting Escrow Agent’s rights or duties hereunder, then Escrow Agent from shall be entitled to file any liability interpleader proceeding, to pay said funds into any court, to bring actions for any error of judgment declaratory judgements or for any act done other quasi-judicial relief or omitted resolution of the disagreement, or it may decline performance from any duties hereunder and may call upon any interested party to seek judicial resolution; (e) Escrow Agent shall be entitled to compensation (as payment in full) for the services to be done rendered by Escrow Agent hereunder in the amount of five percent (5%) of the gross investment income generated under Section 5, which compensation shall be paid from the Escrow Fund. Escrow Agent also shall be entitled to reimbursement from the Escrow Fund for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees fees, expenses and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery disbursements of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofits counsel).

Escrow Agent. The escrow agent under this Agreement shall be ▇. ▇. ▇▇▇▇▇, III, Esquire (the “Escrow Agent’s ”), which shall perform its escrow duties pursuant to this Agreement paragraph. The Seller and the Buyer acknowledge and agree that the duties of the Escrow Agent are purely ministerial and are limited to the safekeeping of the Deposit(s) made pursuant to this Agreement, including any interest earned thereon, and the disposition of same in natureaccordance with the terms of this Agreement. If all or any part of the Deposit(s) delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit same as required but shall not be liable for the non-payment thereof nor responsible to enforce collection thereof. The Escrow Agent shall not be deemed to have knowledge of any matter unless and until the Escrow Agent receives actual written notice thereof, and the Escrow Agent shall incur no not be charged with constructive notice whatsoever. In the event the Escrow Agent shall be uncertain as to its duties, or shall receive instructions or demands which, in the Escrow Agent's sole opinion, are conflicting or violative of any provision of this Agreement, then the Escrow Agent shall be entitled to refrain from taking any action until the Escrow Agent shall be directed in writing by the Seller and the Buyer (and, at the Escrow Agent's sole discretion, consented to by any third person) or by any final order or judgment of a court of competent jurisdiction, or the Escrow Agent may deposit the subject of escrow with the Clerk of the Circuit Court of the county in which the Property is located, and upon notifying the Seller and the Buyer of such action, all liability whatsoever on the part of the Escrow Agent shall immediately and fully terminate except to the extent of accounting for its willful misconduct or gross negligence, so long any items delivered out of escrow. The Escrow Agent may resign as the Escrow Agent is acting in good faithat any time upon delivery of ten (10) days’ prior written notice to the Seller and the Buyer. The Parties Seller and the Buyer agree that the Escrow Agent shall not be liable to any party or person for any reason unless the Escrow Agent willfully, purposefully, and wrongfully breaches the terms of this Agreement in the misdelivery of any property held in escrow. The Seller and the Buyer each, jointly and severally, hereby release agree to indemnify and hold harmless the Escrow Agent from and against any liability for and all claims, liabilities, damages, fees, charges, costs, expenses penalties, losses, actions, suits, or proceedings at law or in equity, of any error of judgment kind or for any act done or omitted to be done by nature, which the Escrow Agent incurs, may incur, or with which it may be threatened directly or indirectly, arising from or in the good faith performance of any way connected with its duties hereunder and do each hereby indemnify acting as the Escrow Agent againstunder this Agreement, including without limitation reasonable attorneys' fees at trial and appellate levels, and shall hold, save, and defend the Escrow Agent harmless from, shall have a lien on and right of setoff against any costs, liabilities, and expenses incurred by property or monies held in escrow for the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderforegoing indemnification. The Escrow Agent is acting as a stakeholder only with respect to the Seller hereby acknowledges that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., P.A represents Buyer in the purchase of the Property. Seller further acknowledges and consents that ▇▇▇▇▇▇ Money▇. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇, ▇▇., ▇▇▇ Money is to .A’s representation of Buyer shall not be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money limited in any of the manners herein provided, the Escrow Agent shall have no further liability manner or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofby any means.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Section 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting in good faith. The Parties hereby release or exchanged by the parties hereunder, whether or not Escrow Agent from any liability prepared such instrument; (c) for any error loss or impairment of judgment or for any act done or omitted to be done by the Escrow Agent funds that have been deposited in escrow while those funds are in the good faith performance course of its duties hereunder and do each hereby indemnify collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the Escrow Agent againstfailure, and shall holdinsolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, saveunless a properly executed written instruction, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred accepted by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyAgent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. If there is Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. In the event of any dispute as to whether the disposition of the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by Deposit pursuant to the terms hereof, or if Escrow Agent so elects, interplead the matter at the joint and several cost of Purchaser and Seller by filing an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed relieved and released from any further liability as Escrow Agent hereunder. Escrow Agent shall not be liable for all costs Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and expenses decree of such action any court, whether issued with or proceedingwithout jurisdiction, including reasonable attorneys’ fees and disbursementswhether or not subsequently vacated, by the Party determined not modified, set aside or reversed. Purchaser and Seller agree to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedjointly and severally indemnify, defend and hold harmless the Escrow Agent shall have no further liability from and against any loss, cost, damage, expense and attorney’s fee (collectively called “Expenses”) in connection with or obligation hereunder. The Escrow Agent shall execute in any way arising out of the escrow arrangement, other than expenses resulting from the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent’s own gross negligence or willful misconduct.

Escrow Agent. Escrow Agent’s Agent shall hold and dispose of the Deposit in accordance with the terms hereof and any Additional Escrow Instructions. Seller and Buyer agree that the duties pursuant to this Agreement of Escrow Agent hereunder are purely ministerial in naturenature 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 whatsoever except in connection with the safekeeping or disposition of the Deposit for its any reason other than Escrow Agent’s willful misconduct or gross negligence, so long as . In the event that Escrow Agent is acting shall be in good faith. The Parties hereby release doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Deposit, Escrow Agent is obligated to deliver shall not disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery Deposit and may shall continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by both Buyer and Seller and Buyer, directing the agree as to its disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization judgment is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in entered by a court of competent jurisdiction pending such determination. The directing its disposition, or Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by interplead the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Deposit in accordance with the provisions hereoflaws of the state in which the Property is located. Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit (in accordance with the terms hereof and any Additional Escrow Instructions) prior to the date interest is posted thereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited.

Escrow Agent. The Deposit shall be held and disbursed by the Escrow Agent upon the following terms: 15.1 Upon the Closing of this transaction on the Closing Date, the Escrow Agent shall pay the Deposit to the Seller, as provided in Section 2.3(a). 15.2 In the event that the Agreement is terminated, the Escrow Agent shall pay the Deposit to the appropriate Party in accordance with the terms of this Agreement (“Recipient Party”). Before disbursing the Deposit to the Recipient Party, the Escrow Agent shall give the other Party (“Non-recipient Party”) written notice at least three (3) business days before such disbursement (“Disbursement Notice”). If the Non- Recipient Party fails to give the Recipient Party and the Escrow Agent a written objection within three (3) business days after receiving the Disbursement Notice, the Non-Recipient Party shall be deemed to accept the disbursement of the Deposit to the Recipient Party. 15.3 In the event of a dispute regarding the disbursement of the Deposit, the Escrow Agent shall not make any delivery, but shall hold the Deposit until given direction in writing for the disposition of the Deposit signed by both the Seller and the Purchaser, or in the absence of such direction, the Escrow Agent may: (i) hold the Deposit until final determination is made regarding the Parties’ rights in an appropriate proceeding, or (ii) bring an interpleader action in a court having jurisdiction and place the Deposit in the registry of such court, as may be ordered by the court. In any action regarding the Deposit, Escrow Agent shall be reimbursed for all reasonable costs and expenses incurred by the Escrow Agent’s duties pursuant , including, but not limited to, reasonable attorneys’ fees and costs, by the Party who shall be determined not to be entitled to receive the Deposit. Upon the Escrow Agent making delivery of the Deposit as provided in this Agreement, the Escrow Agent shall have no further liability to the Parties to this Agreement Agreement. 15.4 It is understood that the duties of the Escrow Agent are only as specifically stated in this Agreement, and are purely ministerial in nature, and the . The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so as long as the Escrow Agent is acting acts in good faith. The Parties Seller and the Purchaser hereby release the Escrow Agent from any liability for any error of judgment or for any act done (or omitted to be done done) by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofunder this Agreement.

Escrow Agent. (a) The Escrow Agent’s duties pursuant to Agent in its capacity as holder of the Deposit in escrow joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 2.04. (b) The duties of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be as follows: (1) The Escrow Agent shall hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (2) If this Agreement shall be terminated by the mutual written agreement of Sellers and Buyer, or gross negligence, so long as if the Escrow Agent is acting shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between Sellers and Buyer concerning to whom the Deposit should be paid and delivered, then and in good faith. The Parties hereby release any such event, the Escrow Agent from any liability for any error shall pay and deliver such in accordance with the joint written instructions of judgment or for any act done or omitted to Sellers and Buyer. In the event that such written instructions shall not be done received by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify within ten (10) days after the Escrow Agent againsthas served a written request for instructions upon Sellers and Buyer, and shall hold, save, and defend then the Escrow Agent harmless from, any costs, liabilitiesshall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the state of Florida, and interplead Sellers and Buyer in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. (c) If costs or expenses are incurred by the Escrow Agent in serving its capacity as holder of the Deposit in escrow because of litigation or a dispute between Sellers and Buyer arising out of the holding of the Deposit in escrow, Sellers and Buyer shall each pay the Escrow Agent hereunder one-half of such reasonable costs and in faithfully discharging expenses not to exceed a total of $10,000.00. Except for such costs or expenses, no fee or charge shall be due and payable to the Escrow Agent for its services as escrow holder only. (d) By joining herein, the Escrow Agent undertakes only to perform the duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether imposed upon the Escrow Agent is obligated under the terms of this Agreement and expressly does not undertake to deliver perform any of the ▇▇▇▇▇▇▇ Money other covenants, terms and provisions incumbent upon Sellers and Buyer hereunder. (e) Buyer and Sellers hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for its negligence or as willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to whom under this Agreement; and that in the ▇▇▇▇▇▇▇ Money is to be deliveredevent of any dispute under this Agreement, the Escrow Agent may refuse to make any delivery seek advice from its own legal counsel and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money fully protected in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto action taken by it in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit good faith in accordance with the provisions hereofgood faith opinion of its legal counsel.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and a. Escrowee shall pay the Escrow Agent shall incur no liability whatsoever except reasonable compensation for its willful misconduct or gross negligenceservices hereunder, so long as in accordance with Schedule B, and shall reimburse the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment all reasonable expenses, disbursements and advances incurred or for any act done or omitted to be done made by the Escrow Agent in the good faith performance of its duties hereunder. Notwithstanding the foregoing, in the event of any dispute hereunder between Escrower and do each hereby indemnify Escrowee, the non-prevailing party in any such dispute shall pay the prevailing party's and the Escrow Agent against, Agent's reasonable expenses (including without limitation reasonable attorney's fees and shall hold, save, and defend the court costs) incurred in such dispute. b. The Escrow Agent harmless frommay resign and be discharged from its duties hereunder at any time by giving notice of such resignation to Escrowee and Escrower specifying a date when such resignation shall take effect. Upon such notice, any costs, liabilities, and expenses incurred by the a successor Escrow Agent in serving as shall be appointed with the mutual consent of Escrowee and Escrower, such successor Escrow Agent to become Escrow Agent hereunder upon the receipt of the Collateral. If Escrowee and in faithfully discharging its duties and obligations hereunder. The Escrower are unable to agree upon a successor Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after such notice, the Escrow Agent shall be entitled to appoint its successor or to petition a court of competent jurisdiction to appoint a successor. The Escrow Agent shall continue to act until its successor accepts the escrow and receives the Collateral. Escrowee and Escrower shall have the right at any time upon mutual consent to substitute a new Escrow Agent by giving notice thereof to the Escrow Agent then acting. c. The Escrow Agent undertakes to perform such duties as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. The Escrow Agent shall have no responsibility for the contents of any writing contemplated herein and may rely without any liability upon the contents thereof. d. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith, and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by willful misconduct or gross negligence. e. Each of Escrower and Escrowee agrees to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder as a consequence of such disputeparty's wrongful action, and Escrower and Escrowee agree jointly to indemnify the Escrow Agent and hold it harmless against any and all liabilities incurred by it hereunder that are not a consequence of Escrower's or Escrowee's wrongful action, except in either case for liabilities incurred by the Escrow Agent resulting from its own willful misconduct or gross negligence. The obligations of the Escrower and the Escrowee under this clause (e) shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. f. No assignment of the interest of any of the parties hereto shall be binding upon the Escrow Agent unless and until written evidence of such assignment in form satisfactory to the Escrow Agent shall be filed with and accepted by the Escrow Agent. g. In the event that any escrow property shall be attached, garnished, or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Escrow Agreement, or any part thereof, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree, it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated. h. If the Escrow Agent becomes involved in litigation on account of this Escrow Agreement, it shall have the right to retain counsel. The parties hereto (other than the Escrow Agent), jointly, agree to pay to the Escrow Agent on demand its reasonable attorney's fees, disbursements and expenses in connection with any such litigation. i. In the event that conflicting demands are made upon the Escrow Agent for any situation not addressed in this Escrow Agreement, the Escrow Agent may bring an appropriate action withhold performance of the terms of this Escrow Agreement until such time as said conflicting demands shall have been withdrawn or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a rights of the respective parties shall have been settled by court of competent jurisdiction pending such determination. The adjudication, arbitration, joint order or otherwise. j. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be reimbursed for and become the successor Escrow Agent hereunder and vested with all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled title to the ▇▇▇▇▇▇▇ Money. Upon making delivery whole property or trust estate and all of the ▇▇▇▇▇▇▇ Money in trusts, powers, immunities, privileges, protections and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the manners parties hereto, anything herein provided, to the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofcontrary notwithstanding.

Escrow Agent. Escrow Agent’s duties pursuant to Marshall County Abstract & Title Company, Marysville, Kansas, shall be the escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, warranty deed, and other contract documents at the time of the execution of this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as soon thereafter as the Escrow Agent is acting in good faithparties can tender the same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by Purchaser, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. The Parties hereby release escrow agent shall deliver the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect deed to the ▇Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Marshall County Abstract & Title Company, Marysville, Kansas, is ▇▇▇▇▇▇ Moneyappointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. If there In accepting any funds or documents delivered hereunder, it is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery agreed and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orunderstood that, in the absence event of such written authorizationdisagreement between the parties to this Agreement, the Escrow Agent may escrow agent will and does reserve the right to hold the ▇▇▇▇▇▇▇ Money all money and documents concerning this escrow until a final determination mutual agreement has been reached between all of the rights parties hereto or until delivery is legally authorized by final judgment or decree from a court of the Parties in an appropriate judicial proceedingcompetent jurisdiction. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in court pending such determination and shall have the right to employ attorneys for the reasonable protection of the escrow property and of itself and shall have the right to reimburse itself out of any funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to cover same. Furthermore, the parties hereby agree that if this contract is canceled by the parties or if any ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent money is to be forfeited or refunded, the amount to be distributed shall first be reimbursed reduced by any unpaid charges for all costs credit reports, appraisals, surveys, and expenses of such action or proceedingtitle investigation fees, including reasonable attorneys’ fees and disbursementsif any, incurred by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery escrow agent on behalf of the ▇▇▇▇▇▇▇ Money in any of party receiving the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoffunds.

Escrow Agent. Escrow Agent’s duties pursuant Agent hereby accepts its designation as Escrow Agent hereunder and agrees to this Agreement are purely ministerial in nature, hold and disburse the Escrow Funds as herein provided. Escrow Agent shall incur no liability whatsoever except not be liable for any acts taken in good faith, shall only be liable for its willful misconduct default or gross negligence, so long as and may, in its sole discretion, rely upon the oral or written notices, communications, orders or instructions given by the parties hereto. Escrow Agent’s only responsibility with respect to the Escrow Funds shall be to use its reasonable and diligent efforts to hold and to disburse the same in accordance with this Agreement. In the event of a dispute sufficient in the discretion of Escrow Agent is acting in good faith. The Parties hereby release to justify its doing so, Escrow Agent shall be entitled to tender the Escrow Agent from Funds into the registry or custody of any liability for any error court of judgment or for any act done or omitted competent jurisdiction, together with such legal proceedings as it deems appropriate, and thereupon to be done by the discharged from all further duties under this Agreement. Any such legal action may be brought in any such court as Escrow Agent shall determine to have jurisdiction thereof. Buyer and Seller hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstincluding, and shall hold, save, and defend the Escrow Agent harmless fromwithout limitation, any costslitigation arising from this Agreement or involving the subject matter hereof; provided, liabilitieshowever, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The that if Escrow Agent shall be reimbursed for all costs and expenses found guilty of willful default or gross negligence under this Agreement, then, in such action or proceedingevent, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunderbear all such losses, claims, damages and expenses. The Escrow Agent shall execute be discharged from all further duties under this Agreement upon the disbursement of the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofFunds as provided herein.

Escrow Agent. (a) The Escrow Agent’s Agent may resign and be discharged from its duties pursuant hereunder at any time by giving notice of such resignation to this Agreement Sellers' Representatives and PhoneTel, which shall specify a date (not less than 30 days following the date of such notice) when such resignation shall take effect. Upon such notice, a successor escrow agent shall be selected by Sellers' Representatives and PhoneTel, such successor escrow agent to become the Escrow Agent hereunder upon the resignation date specified in such notice. If Sellers' Representatives and PhoneTel are purely ministerial in natureunable to agree upon a successor escrow agent within 30 days after the date of such notice, and the Escrow Agent shall incur no liability be entitled to appoint its successor. The Escrow Agent shall continue to serve hereunder until its successor accepts the escrow and acknowledges receipt of the Escrow Amounts. (b) Sellers' Representatives and PhoneTel agree to release and hold the Escrow Agent harmless and indemnify it from any loss or claim whatsoever except for its willful misconduct or gross negligence, so in conjunction with the performance of the duties of the Escrow Agent (including attorney's fees) as long as the Escrow Agent has complied with the provisions of this Escrow Agreement. Said indemnification shall be borne 50% by PhoneTel and 50% by Sellers' Representatives (unless otherwise determined by a court of competent jurisdiction) and survive the termination of this Agreement. (c) The Escrow Agent is acting in good faithnot a party to, and is not bound by, or charged with notice of, any agreement out of which this escrow may arise. The Parties hereby release Escrow Agent shall not be bound by any modification, amendment or revision of this Agreement unless the same shall be in writing and signed by all of the parties hereto. (d) The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof. Further, the Escrow Agent from shall not be responsible for determining (i) the accuracy of any liability for notices or instructions delivered hereunder, or the form of execution thereof, or (ii) the identity or authority of any error of judgment person executing or for delivering this Agreement, any act done property delivered hereunder, or omitted to be done by any instructions delivered in connection herewith. (e) In the event the Escrow Agent becomes involved in any claim, controversies, or legal proceedings in connection with this Escrow Agreement, PhoneTel, on the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstone hand, and shall holdSellers Representatives, saveon the other, each agrees to indemnify and defend save the Escrow Agent harmless fromfrom 50% of all loss, any costscost, liabilitiesdamages, and expenses expenses, including attorneys' fees suffered or incurred by the Escrow Agent as a result thereof except in serving as the case of the Escrow Agent's gross negligence or willful misconduct. Payment of such costs, damages, expenses or fees shall be paid by PhoneTel and Sellers' Representatives within a reasonable period of time not to exceed thirty (30) days after billing. In the event that payment is not received by Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to billing, Escrow Agent's costs, damages, expenses and fees may be deducted from the Rate Cap Escrow Account. The obligations of PhoneTel and Sellers' Representatives under this paragraph shall be performable at the office of the Escrow Agent in Dallas, Texas, and shall survive the termination of such dispute, the Escrow Agent may bring an appropriate action or proceeding this Agreement for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. any reason whatsoever. (f) The Escrow Agent shall be reimbursed for all costs and expenses protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of such action attorney or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, other paper or document that the Escrow Agent shall have no further liability or obligation hereunder. in good faith believes to be genuine and what it purports to be. (g) The Escrow Agent shall execute not be liable for anything which it may do or refrain from doing in connection herewith, except in the case of the Escrow Receipt attached hereto Agent's own gross negligence or willful misconduct. (h) The Escrow Agent may, at its sole discretion, consult with legal counsel in order the event of any dispute or question as to confirm that the construction of any of the provisions hereof or its duties hereunder, and it has received the ▇▇▇▇▇▇▇ Money shall incur no liability and is holding the same on deposit shall be fully protected in acting in accordance with the provisions hereofopinion and instructions of such counsel except in the case of the Escrow Agent's gross negligence or willful misconduct. PhoneTel, on the one hand, and Sellers' Representatives, on the other, each agrees to reimburse Escrow Agent for 50% of any legal fees incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder.

Escrow Agent. Any funds delivered to the Escrow Agent’s duties Agent shall, pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done held by the said Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, trust and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred be placed by the Escrow Agent in serving as Escrow Agent hereunder and an interest bearing account in faithfully discharging its duties and obligations hereundera federally insured banking institution. The Escrow Agent is acting as a stakeholder only authorized and agrees by acceptance thereof to hold same in escrow and to disburse it at closing in accordance with respect to terms and conditions of this Agreement. In the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the event Escrow Agent is obligated to deliver receives conflicting instructions regarding the ▇▇▇▇▇▇▇ Money or as to whom Deposit under the ▇▇▇▇▇▇▇ Money is to be deliveredprovisions of this Agreement, the Escrow Agent may refuse to make any delivery and may may, in its sole discretion, continue to hold the ▇▇▇▇▇▇▇ Money monies which are the subject of this escrow until receipt by the Escrow Agent of an authorization in writingparties mutually agree to the disbursement thereof, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending 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 determinationaction, 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. The In the event of any suit between Purchaser and Seller 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 reimbursed for all costs and expenses of such action or proceeding, including entitled to recover reasonable attorneys’ ' fees and disbursementscosts incurred, by the Party determined not said fees and costs to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery charged and assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, prevailing party. All parties agree that the Escrow Agent shall have no further liability not be liable to any party or obligation hereunder. The Escrow Agent person whomsoever for misdelivery to Purchaser or Seller of monies subject to this escrow unless such misdelivery shall execute be due to willful breach of this Agreement or gross negligence on the part of the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. (a) Purchaser and the Company understand and agree that (i) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, a Professional Law Corporation, solely as an accommodation to the Company and Purchaser, has agreed to serve as the escrow agent (the “Escrow Agent”) for the transactions contemplated by this Agreement, (ii) the Escrow Agent is concurrently acting as the Company’s legal counsel in various matters and certain fees and expenses owed by the Company to the Escrow Agent may be paid by the Company out of the escrowed amounts, including fees incurred in connection with the transactions contemplated hereby, and (iii) the duties pursuant to this Agreement of the Escrow Agent are purely only ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct and shall not be liable to the Purchaser, the Company or gross negligence, so long as anyone else unless the Escrow Agent is acting finally judicially determined to have acted in good bad faith. . (b) The Parties Escrow Agent is hereby instructed to receive (i) the Aggregate Purchase Price to be deposited by Purchaser (the “Deposit”) and held in an attorney trust account designated by the Escrow Agent; (ii) original or copies of signature pages of this Agreement; and (iii) correspondence and instructions from the Transfer Agent, including the Issuance Notice. (c) At the Closing, the Escrow Agent shall release to the Company the Deposit, representing the Aggregate Purchase Price. (d) Purchaser and the Company acknowledge and agree that Escrow Agent will be using its firm trust account as the escrow account and that no interest on amounts held in escrow will be paid to the Purchaser or the Company under any circumstances, regardless of the amount of time such funds are held. (e) Purchaser and the Company jointly and severally agree to indemnify and hold harmless the Escrow Agent from any and all fees, costs, expenses, damages, judgments, amounts paid in settlement, and any other liability for any error of judgment incurred by Escrow Agent in connection with, relating to or for any act done or omitted arising from its performance as Escrow Agent hereunder. (f) Escrow Agent will not release the funds deposited by the Purchaser to be done by the Company until Escrow Agent receives an Issuance Notice from the Transfer Agent confirming that the Shares have been issued. (g) By executing this Agreement, Purchaser and the Company are hereby irrevocably authorizing and instructing the Escrow Agent in to return the good faith performance Purchaser’s Aggregate Purchase Price to the Purchaser if the Closing has not occurred on or prior to five (5) business days following the receipt of its duties hereunder and do each hereby indemnify the Deposit (the “Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. Period”). (h) The Escrow Agent is acting as a stakeholder only with respect entitled to rely on the ▇▇▇▇▇▇▇ Money. If there is accuracy, act in reliance upon the contents and assume the genuineness of any written notification received by it from the Company, the Purchaser and the Transfer Agent. (i) In the event of dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money regarding any instructions or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, notification the Escrow Agent may refuse receive hereunder, Escrow Agent is under no obligation to make bring an action or proceeding in court with respect to any delivery and escrowed amounts, but may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by escrowed amounts or return them to Purchaser at any time after the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Period. (j) Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties has no responsibilities or obligations as Escrow Agent, except as set forth in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty this Section 1.4. (30k) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in is a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthird party beneficiary under this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, Company and Buyer hereby appoint the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long to receive the proceeds of the sale of the Shares (the "Funds") and the certificates representing the Shares (hereinafter referred to together as the "Escrowed Property"), and to hold and disburse the Escrowed Property in accordance with the terms of this Agreement and Escrow Agent accepts such appointment on the following terms and conditions: (a) It is acting in good faith. The Parties hereby release specifically understood and agreed that the Escrow Agent from any liability for any error only obligation of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to disburse the Escrowed Property pursuant to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredterms hereof, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability obligation to Company, Buyer or obligation hereunder. The any other party whatsoever, including but not limited to any party claiming by or through Company or Buyer upon such disbursement. (b) Escrow Agent shall execute not be under any duty to give the Escrowed Property any greater degree of care than it gives its own similar property, and it shall have no liability hereunder, whether for negligence or otherwise, except for the intentional breach of its duties hereunder. Escrow Agent shall have no duties or responsibilities except those as expressly set forth herein, and no implied duties or obligations may be read into this Agreement against the Escrow Receipt attached hereto Agent. (c) Escrow Agent may consult with counsel and shall be fully protected, indemnified and held harmless with respect to any action taken or omitted by Escrow Agent in order good faith on advice of counsel. (d) Escrow Agent makes no representation as to confirm that the validity, value, genuineness or collectability of the Funds or of the Preferred Stock or any other document or instrument held by or delivered to Escrow Agent. (e) Company and Buyer hereby unconditionally agree to indemnify the Escrow Agent and hold it has received harmless from and against any and all taxes (except those taxes duly payable by Escrow Agent as a result of the ▇▇▇▇▇▇▇ Money compensation derived by Escrow Agent hereunder, but including any other federal, state and local taxes of any kind and other governmental charges), expenses, damages, actions, suits or other charges incurred by or brought or assessed against Escrow Agent: (i) for anything done or omitted by Escrow Agent in the performance of its duties hereunder; or (ii) on account of its acting in its capacity as Escrow Agent or stakeholder hereunder, except as a result of its intentional breach of its duties under this Agreement. (f) The agreements contained herein shall survive any termination of this Agreement and the duties of the Escrow Agent hereunder. [The remainder of this page is holding the same on deposit in accordance with the provisions hereof.intentionally left blank]

Escrow Agent. Escrow Agent’s duties pursuant Seller and Buyer hereby employ Title Company to act as escrow agent in connection with this Agreement are purely ministerial in naturetransaction upon the following terms and conditions: A. Seller and Buyer will deliver to Title Company all documents, pay to Title Company all sums and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct do or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted cause to be done all other things necessary or required by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orthis Agreement, in the absence reasonable judgment of Title Company, to enable it to comply herewith and to enable any title insurance policy provided for herein to be issued. B. Title Company is authorized to pay from any funds held by it for Buyer's or Seller's respective credit all amounts necessary to procure the delivery of such written authorizationdocuments and to pay, on their behalf, all charges and obligations payable by them respectively. Seller and Buyer will each pay all charges payable by them to Title Company. C. Title Company is authorized, in the Escrow Agent may event any demand is made upon it concerning these instructions or the escrow, at its election, to hold the ▇▇▇▇▇▇▇ Money any money and documents deposited hereunder until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money shall be brought in a court of competent jurisdiction pending to determine the rights of Seller and Buyer or to interplead said parties by an action brought in any such determinationcourt. The Escrow Agent Deposit by Title Company of said documents and funds shall relieve Title Company of all further liability and responsibility. D. Buyer and Seller will indemnify and save harmless Title Company against all costs, damages, attorney's fees, expenses and liabilities, which it may incur or sustain in connection with these instructions or the escrow or any court action arising therefrom and will pay the same upon demand. E. Payment of any funds into escrow prior to the Closing Date shall be reimbursed made by wire transfer. Disbursement of any funds from the closing for all costs the benefit of Seller shall be made as directed by Seller. Title Company shall be under no obligation to disburse any funds represented by check or draft, and expenses of such action no check or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not draft shall be payment to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money Title Company in compliance with any of the manners herein providedrequirements hereof, until it is advised by the Escrow Agent shall have no further bank in which deposited that such check or draft has been honored. F. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with a Property, concerning the amount of such charge or assessment or the amount secured by such lien without liability or obligation hereunder. responsibility for the accuracy of such statement. G. The Escrow Agent employment of Title Company, as escrow agent, shall execute not affect any rights of subrogation under the Escrow Receipt attached hereto in order terms of any title insurance policy issued pursuant to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthereof.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature(a) Seller shall notify Purchaser of the anticipated Closing Date (an "Anticipated Closing Date"), and at least two (2) Business Days prior to such Anticipated Closing Date, Purchaser shall cause the Purchase Price to be deposited with Escrow Agent to be applied in accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except invest any funds deposited by Purchaser with Escrow Agent as reasonably directed by Purchaser and any interest earned thereon (after the payment of any Taxes imposed thereon) shall be for its willful misconduct or gross negligencethe benefit of Purchaser. If the Closing has not occurred within two (2) Business Days following such Anticipated Closing Date, upon Purchaser's request, Escrow Agent shall return any funds deposited by Purchaser with Escrow Agent to Purchaser; provided, however, that, so long as this Agreement has not been terminated pursuant to the Escrow Agent is acting in good faith. terms hereof, Seller shall have the right to continue to notify Purchaser of an Anticipated Closing Date, and the provisions of this Section 2.2(a) shall continue to apply. (b) The Parties hereby release the Escrow Agent from Purchase Price and any liability for any error of judgment or for any act done or omitted to be done by the other funds deposited with Escrow Agent in connection with this Agreement (collectively, the good faith performance "Escrow Funds") shall be held by Escrow Agent in trust and disposed of only in accordance with the following provisions: (i) Prior to Escrow Agent's receipt of any funds hereunder, Escrow Agent shall execute and deliver to Seller and Purchaser a counterpart to this Agreement, which shall evidence Escrow Agent's agreement to hold, administer and disburse the Escrow Funds pursuant to and in accordance with the terms this Agreement. (ii) At such time as Escrow Agent receives written notice from either Purchaser or Seller, or both, setting forth the identity of the party to whom such Escrow Funds (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of the Agreement pursuant to which the disbursement of such Escrow Funds (or portions thereof) is being requested, Escrow Agent shall disburse such Escrow Funds pursuant to such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (x) promptly notify the other party (either Purchaser or Seller as the case may be) that Escrow Agent has received a request for disbursement, and (y) withhold such disbursement until both Purchaser and Seller can agree upon a disbursement of such Escrow Funds or until any disputes, claims or controversies related to the disbursement of such Escrow Funds are finally resolved pursuant to the terms of Section 12.16, in which case such Escrow Funds shall be disbursed in accordance with such final resolution. Purchaser and Seller hereby agree to send to the other, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement. (iii) In performing any of its duties hereunder and do each hereby indemnify the hereunder, Escrow Agent againstshall not incur any liability to anyone for any damages, losses, or expenses, except for willful default or breach of trust, and it shall hold, save, and defend the Escrow Agent harmless from, accordingly not incur any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only such liability with respect to (x) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the ▇▇▇▇▇▇▇ Money. If there is duties and responsibilities of Escrow Agent under this Agreement, or (y) any dispute action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to whether its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is shall in good faith believe to be deliveredgenuine, to have been signed or presented by a proper person or persons, and to conform with the Escrow Agent may refuse to make any delivery and may continue to hold provisions of this Agreement. (c) Notwithstanding the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent provisions of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orSection 2.2(b), in the absence event of such written authorizationa dispute between Purchaser and Seller sufficient, in the sole discretion of Escrow Agent, to justify its doing so, Escrow Agent may hold shall be entitled to tender into the ▇▇▇▇▇▇▇ Money until a final determination registry or custody of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a any court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no Funds, together with such legal pleadings as it may deem appropriate, and thereupon be discharged from all further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money duties and is holding the same on deposit in accordance with the provisions hereofliabilities under this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Contributors and BuyerLMP, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto as Exhibit F in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such ▇▇▇▇▇▇▇ Money (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of such ▇▇▇▇▇▇▇ Money (or portions thereof) are being requested, Escrow Agent shall disburse such ▇▇▇▇▇▇▇ Money pursuant to such notice; provided, however, that Escrow Agent shall (1) promptly notify the counterparty that Escrow Agent has received a request for disbursement, and (2) withhold disbursement of such ▇▇▇▇▇▇▇ Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such ▇▇▇▇▇▇▇ Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement.

Escrow Agent. Escrow Agent’s duties pursuant In the event that either party to this Agreement are purely ministerial makes demand upon Escrow Agent for tender of the Earn▇▇▇ ▇▇▇ey held by the Escrow Agent, Escrow Agent shall give written notice to the other party as provided herein. Such notice shall be given in naturethe manner provided in Paragraph 15. of this Agreement. If within three (3) business days following delivery of such notice, Escrow Agent has not received notice of any objection to the disbursement of the Earn▇▇▇ ▇▇▇ey from the other party, Escrow Agent shall disburse the Earn▇▇▇ ▇▇▇ey in accordance with the instructions it has received. A party's failure to object to such disbursement shall not be deemed to be a waiver of its right to assert a claim against the other party to any Earn▇▇▇ ▇▇▇ey so disbursed, however, it shall relieve Escrow Agent of any liability for disbursing the funds by following this procedure. In the event any dispute should arise with regard to the Earn▇▇▇ ▇▇▇ey tendered to Escrow Agent as provided in Paragraph 2. hereof, Escrow Agent shall be entitled to deposit the same with a federal court of competent jurisdiction in Nashville, Tennessee, and thereafter be relieved of all obligations under this Agreement. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to any party for any damage, loss or expense, except for willful default, gross negligence, or breach of trust. Purchaser and Seller jointly and severally agree to indemnify and hold Escrow Agent harmless against any and all other losses, claims, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, which may be imposed upon the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done incurred by the Escrow Agent in connection with the good faith performance of its duties hereunder hereunder, except for willful default, gross negligence, or breach of trust. As between Seller and do each hereby indemnify Purchaser, the Escrow Agent against, prevailing party in any action regarding the Earn▇▇▇ ▇▇▇ey shall be entitled to recover from the other party all amounts which it has paid under its indemnity in the preceding sentence and shall hold, save, further be entitled to recover all court costs and defend the Escrow Agent harmless from, any costs, liabilities, and expenses attorney's fees incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Moneyresolution of the dispute. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent The obligations of an authorization in writing, signed by Seller and Buyer, directing Purchaser under this Paragraph 24. shall survive the disposition Closing of the ▇▇▇▇▇▇▇ Money, or, in the absence this transaction or any termination of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Agreement.

Escrow Agent. Selling Shareholders and Purchaser acknowledge that Escrow Agent is merely a stakeholder, and that Escrow Agent shall not be liable for any act or omission unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence. Escrow Agent shall not be liable for the failure of the institution(s) in which the Purchase Price has been deposited. Selling Shareholders and Purchaser agree to indemnify and hold Escrow Agent harmless from and against any reasonable costs, claims or expenses incurred in connection with the performance of the Escrow Agent’s 's duties pursuant to hereunder, unless such costs, claims or expenses are occasioned by Escrow Agent's gross negligence, bad faith, or its willful disregard of this Agreement are purely ministerial in natureAgreement. Escrow Agent shall not be bound by any agreement between Selling Shareholders and Purchaser, whether or not Escrow Agent has knowledge thereof, and Escrow Agent's only duties and responsibilities shall be to hold, and to dispose of, the Purchase Price and Shares in accordance with this Agreement. Escrow Agent may consult with counsel, and any opinion of counsel shall be full and complete authorization and protection in respect to any action taken or omitted by Escrow Agent hereunder in good faith and in reliance upon such opinion. All instructions or notices given to the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencebe in writing and delivered in accordance with the requirements of this Agreement. For purposes of this paragraph, so long as such instructions and notices shall be deemed delivered on the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error date of judgment or for any act done or omitted to be done delivery, if by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not givenhand, or a proceeding for such determination is not begunon the date of mailing if mailed, within thirty (30) days after except that no instruction or notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingdeemed effectively delivered to Escrow agent until actual receipt thereof by Escrow Agent. Escrow Agent may, including reasonable attorneys’ fees and disbursementsbut shall not be required to, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money represent Selling Shareholders in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order matter relating to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the hereby acknowledges receipt by Escrow Agent is acting in good faith. The Parties hereby release of the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the initial ▇▇▇▇▇▇▇ Moneymoney deposit paid by Buyer to be applied to the Purchase Price. If there is any dispute as Escrow Agent agrees to whether hold, keep and deliver said initial deposit and all other sums delivered to it pursuant hereto including, without limitation, the additional deposit in accordance with their terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement Escrow Agent is obligated acting in the capacity of a depository only and shall not be liable or responsible to deliver anyone for any damages, losses or expenses unless same shall have been caused by the ▇▇▇▇▇▇▇ Money negligence or as to whom willful misconduct of, or breach of this Agreement, by Escrow Agent. In the ▇▇▇▇▇▇▇ Money is to be deliveredevent of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, the Escrow Agent may shall refuse to comply with any such claims or demands so long as such disagreement may continue; and in so refusing Escrow Agent shall make no delivery or other disposition of any delivery of the monies then held by it under the terms of this Agreement, and may in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money refrain from acting until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of (a) the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money adverse claimants shall have been finally adjudicated in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners monies involved herein providedor affected hereby, the or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have no further liability or obligation hereunderbeen notified in writing of such agreement signed by the parties hereto. The Escrow Agent shall execute not disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Demand from either Buyer or Seller in accordance with the provisions hereofhereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within seven (7) days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above. Further, Escrow Agent shall have the right at all times to pay all sums held by it into any court of competent jurisdiction after a dispute between or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing, upon written request by Buyer at any time prior to the expiration of the Inspection Period, Buyer shall (without the consent or approval of Seller) be entitled to the return of the Deposit if Buyer terminates this Agreement.

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’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder 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, so long 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 is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt 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 an authorization in writingthe State of Ohio. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, signed by 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. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. a. The Escrow Agent’s Agent is hereby authorized and directed to hold the Escrow Shares as agent for Celtic and the Shareholders and to deliver the same in accordance with the provisions of this Agreement. b. The Escrow Agent may resign and be discharged from its duties pursuant hereunder at any time by giving notice of such resignation to this Agreement Celtic and the Shareholders, which shall specify a date (not less than 30 days following the date of such notice) when such resignation shall take effect. Upon such notice, a successor escrow agent shall be selected by Celtic and the Shareholders, such successor escrow agent to become the Escrow Agent hereunder upon the resignation date specified in such notice. If Celtic and the Shareholders are purely ministerial in natureunable to agree upon a successor escrow agent within 30 days after the date of such notice, and the Escrow Agent shall incur no liability be entitled to appoint its successor. The Escrow Agent shall continue to serve hereunder until its successor accepts the escrow and acknowledges receipt of the Escrow Shares. Celtic and the Shareholders may at any time substitute a new Escrow Agent by jointly giving notice thereof to the existing Escrow Agent, provided that any such new Escrow Agent agrees to serve as Escrow Agent in accordance with the terms and provisions of an escrow agreement substantially identical to this Escrow Agreement (except as to the name of the Escrow Agent). c. Celtic and the Shareholders agree to release and hold the Escrow Agent harmless and indemnify it from any loss or claim whatsoever except for its willful misconduct or gross negligence, so in conjunction with the performance of the duties of the Escrow Agent (including attorney's fees) as long as the Escrow Agent is acting in good faithhas complied with the provisions of this Escrow Agreement. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to Said indemnification shall be done borne 50% by the Escrow Agent in the good faith performance of its duties hereunder Celtic, 25% by Howell and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred 25% by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the Davi▇ (▇▇▇ess otherwise det▇▇▇▇▇▇▇ Money. If there is any dispute as ed pursuant to whether an arbitrator's award) and survive the termination of this Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur be entitled to reimbursement for all reasonable fees, expenses, disbursements and advances incurred or made by it in performance of its duties hereunder (including reasonable fees, expenses and disbursements of Its counsel). Such reimbursement for fees, expenses, disbursements and advances shall be paid by HPS, unless such expenses are incurred as a direct result of iXL failing to fulfill or comply with any of the terms of this Escrow Agreement or the Purchase Agreement, in which case all such costs shall be borne by iXL. (b) The Escrow Agent shall have no liability whatsoever or obligation with respect to the Shares except for its Escrow Agent's willful misconduct or gross negligence, so long as . Escrow Agent's sole responsibility shall be for the safekeeping and disbursement of the Shares in accordance with the terms of this Escrow Agreement. Escrow Agent is acting shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein, Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith. The Parties hereby release faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement, In no event shall Escrow Agent be liable for incidental, indirect special, consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Shares, this Escrow Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability for any error whatsoever in acting in accordance with the opinion or instruction of judgment or for any act done or omitted to be done by such counsel. HPS shall promptly pay, upon demand, the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, reasonable fees and expenses of any such counsel, unless such expenses are incurred as a direct result of iXL failing to fulfill or comply with any of the terms of this Escrow Agreement or the Purchase Agreement, in which case such costs shall be borne by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. iXL. (c) The Escrow Agent is acting as a stakeholder only authorized to comply with orders issued or process entered by any court with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredShares, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt without determination by the Escrow Agent of an authorization such court's jurisdiction in writingthe matter, signed by Seller and Buyer, directing the disposition except for Escrow Agent's willful misconduct or gross negligence. If any portion of the ▇▇▇▇▇▇▇ MoneyShares is at any time attached, orgarnished or levied upon under any court order, or in case the absence payment, assignment, transfer, conveyance or delivery of any such written authorizationproperty shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent may hold is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel [iXL LOGO] [HPS LOGO] SCHEDULE 5 selected by it is binding upon it without the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, need for appeal or a proceeding for such determination is not begun, within thirty (30) days after notice to other action; and if the Escrow Agent of complies with any such disputeorder, the Escrow Agent may bring an appropriate action writ, judgment or proceeding for leave decree, it shall not be liable to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedparties hereto or to any other person or entity by reason of such compliance even though such order, the Escrow Agent shall have no further liability writ, judgment or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofdecree may be subsequently reversed, modified, annulled, set aside or vacated.

Escrow Agent. Escrow Agent shall not be entitled to any fees or compensation for its services as escrow agent hereunder. Escrow Agent shall be liable only to hold the ▇▇▇▇▇▇▇ Money, to invest same as provided for herein, and to deliver same to the parties named herein in accordance with the provisions of this Agreement. Escrow Agent’s duties pursuant , as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall be caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement among any of the parties to this Agreement are purely ministerial or among them or any of them and any other person, resulting in natureadverse claims and demands being made in connection with or for any Property involved herein or affected hereby, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be entitled to refuse to comply with any such claims or gross negligence, so demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of the ▇▇▇▇▇▇▇ Money then held by it under this Agreement, and in so doing Escrow Agent is acting shall not become liable in good faith. The Parties hereby release the any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from any liability for any error acting until (a) the rights of judgment adverse claimants shall have been finally settled by binding arbitration or for any act done finally adjudicated in a court assuming and having jurisdiction of the Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} Property involved herein or omitted to be done affected hereby, or (b) all differences shall have been adjusted by agreement and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Further, Escrow Agent in shall have the good faith performance right at any time after a dispute between Seller and Purchaser has arisen, to pay the ▇▇▇▇▇▇▇ Money held by it into any court of its duties competent jurisdiction for payment to the appropriate party, whereupon Escrow Agent's obligations hereunder shall terminate. Seller and do each hereby indemnify Purchaser agree that the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving status of Purchaser's counsel as Escrow Agent hereunder under this Agreement does not disqualify such law firm from representing the Purchaser in connection with this transaction and in faithfully discharging its duties any disputes that may arise between Seller and obligations hereunder. The Escrow Agent is acting as a stakeholder only Purchaser concerning this transaction, including any dispute or controversy with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationDeposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. (a) The Deposit shall be held in escrow by Escrow Agent’s duties pursuant to this Agreement are purely ministerial Agent in natureone or more federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth. (b) When Closing has occurred, and the Escrow Agent shall incur no deliver the Deposit to Seller. (c) If Escrow Agent receives a written request for the Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall promptly submit a copy of such request to Purchaser. If Escrow Agent does not receive notice of objection from Purchaser within five (5) business days after Purchaser's receipt of Seller's notice, Escrow Agent shall deliver the Deposit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall submit a copy thereof to Seller. (d) If Escrow Agent receives a written request signed by Purchaser stating that this Agreement has been canceled or terminated, or that Seller has defaulted in the performance of its obligations hereunder, and that Purchaser is entitled to the Deposit, Escrow Agent shall promptly submit a copy of such request to Seller. If Escrow Agent does not receive notice of objection from Seller within five (5) business days after Seller's receipt of Purchaser's notice, Escrow Agent shall deliver the Deposit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall submit a copy thereof to Purchaser. (e) Any notice to Escrow Agent shall be sent in accordance with Paragraph 17 of this Agreement. (f) Subject to Paragraph 4(g) below, if Escrow Agent receives notice signed by Seller instructing Escrow Agent to pay the Deposit to Purchaser, or if Escrow Agent receives notice signed by Purchaser instructing Escrow Agent to pay the Deposit to Seller, Escrow Agent shall deliver the Deposit in accordance with such instructions. (g) If Escrow Agent shall have received a notice of objection as provided for in Paragraphs 4(c) or 4(d) hereof within the time therein prescribed, Escrow Agent shall not comply with any requests or demands it may have received and shall continue to hold the Deposit until Escrow Agent receives either: (i) a written notice signed by both Seller and Purchaser stating who is entitled to the Deposit; or (ii) a final order of a court of competent jurisdiction directing disbursement of the Deposit in a specific manner; in either of which events, Escrow Agent then shall disburse the Deposit in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clauses (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Paragraph 4(g) above, if Escrow Agent shall have received a notice of objection as provided for in Paragraphs 4(c) or 4(d) hereof within the time therein prescribed, or shall have received at any time before actual disbursement of the Deposit a notice from either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit has been commenced, or otherwise shall believe in good faith at any time that a disagreement or dispute has arisen between the Parties hereto over entitlement to the Deposit (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (i) to deposit the Deposit with the Clerk of the Court in a federal or state court to which the parties have expressly submitted to jurisdiction pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇/▇▇ (▇▇) to take such affirmative steps, at its option, as it may elect in order to terminate its duties as Escrow Agent, including, but not limited to, the depositing of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whoever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability whatsoever hereunder except for its any previous negligence or willful misconduct or gross negligence, so long as the default. (i) Escrow Agent is acting in good faith. The Parties hereby release shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent from may hold the same prior to disbursement thereof except in one or more interest-bearing accounts as aforesaid, and any disbursements or deliveries of the Deposit required herein to be made by Escrow Agent shall be with such interest, if any, as shall have been earned thereon. (j) Escrow Agent shall be under no obligation to deliver any instrument or documents to a court or take any other legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which, in Escrow Agent's reasonable opinion, would or might involve it in any cost, expense, loss or liability (other than de minimis costs) unless, as often as Escrow Agent may require, Escrow Agent shall be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or liability. (k) Escrow Agent shall not be liable for any error of or judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law, and is released and exculpated from all liability hereunder except for willful misconduct or negligence. (l) Escrow Agent's obligations hereunder shall be as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any notice, written instructions or other instrument furnished to it or deposited with it, or for the form of execution thereof, or for the identity or authority of any person depositing or furnishing same. (m) Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by it to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any person purporting to make give any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent notice or advice on behalf of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the any Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof has been duly authorized to do so. Seller and Purchaser hereby jointly and severally agree to indemnify and to hold and save Escrow Agent harmless from and against any and all loss, damage, cost or expense Escrow Agent may suffer or incur as Escrow Agent hereunder unless caused by its negligence or willful misconduct. (n) The terms and provisions of this Paragraph 4 shall create no right in any person, firm or corporation other than the Parties hereto and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit from the terms hereof. (o) Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall reasonably cooperate with Escrow Agent in connection with Escrow Agent's duties as real estate reporting person. (p) The provisions of this Paragraph 4 shall survive Closing or the termination of this Agreement for any reason.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur will have no liability whatsoever duties or responsibilities except those expressly set forth herein. Except for its willful misconduct or gross negligencethis Escrow Agreement, so long as the Escrow Agent is acting in good faith. The Parties hereby release not a party to, or bound by, any agreement that may be required under, evidenced by, or arise out of the Merger Agreement or the Securities Purchase Agreement. (b) If the Escrow Agent will be uncertain as to its duties or rights hereunder or will receive instructions from any liability of the undersigned with respect to the Escrow Accounts, that, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it will be entitled to refrain from taking any action until it will be directed otherwise in writing collectively by the parties hereto or by a final nonappealable order of a court of competent jurisdiction. (c) The Escrow Agent will not be liable for any error of or judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct, and the Escrow Agent will have no duties to anyone except the parties hereto. (d) The Escrow Agent may consult legal counsel in the event of any dispute or question as to the construction of this Escrow Agreement, or the Escrow Agent’s duties hereunder, and the Escrow Agent will incur no liability and will be done fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of such counsel. (e) In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for the Escrow Items, the Escrow Agent will be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement will continue, and in so doing the Escrow Agent will not be or become liable for damages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent will be entitled to continue so to refrain and refuse so to act until all differences with respect thereto will have been resolved by agreement of the parties hereto and the Escrow Agent will have been notified thereof in writing signed by the parties hereto. In the event of such disagreement that continues for sixty (60) days or more, the Escrow Agent in its discretion may file a suit in interpleader for the good faith performance purpose of its duties hereunder and do each hereby indemnify having the respective rights of the claimants adjudicated, if the Escrow Agent againstdetermines such action to be appropriate under the circumstances, and shall hold, save, may deposit with the court all documents and defend the Escrow Agent harmless from, any costs, liabilities, property held hereunder. Parent agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Escrow Agent in serving as such action, including reasonable attorney’s fees. (f) The Parent shall be liable for and shall reimburse and indemnify Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The hold Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is harmless from and against any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money and all claims, losses, liabilities, costs, damages or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty expenses (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursementsexpenses) (collectively, “Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by the Party determined not Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be entitled to the ▇▇▇▇▇▇▇ Moneyindemnified for Losses caused by its gross negligence or willful misconduct. Upon making delivery Such indemnification (i) will be borne by Parent and (ii) will survive termination of the ▇▇▇▇▇▇▇ Money in any this Escrow Agreement and resignation or removal of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. until extinguished by any applicable statute of limitations. (g) The Escrow Agent shall execute does not own or have any interest in the Escrow Receipt attached hereto Accounts or in order the Escrow Items deposited hereunder but is serving as escrow holder only and having only possession thereof and agreeing to confirm that it has received hold and distribute the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Escrow Items in accordance with the provisions hereofterms and conditions of this Agreement. This paragraph will survive notwithstanding any termination of this Escrow Agreement or the resignation or removal of the Escrow Agent. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Items to (i) any banking corporation or trust company organized under the laws of the United States or of any state that is jointly designated by the other parties hereto in writing as successor escrow agent and consents in writing to act as successor escrow agent or (ii) any court of competent jurisdiction; whereupon the Escrow Agent will be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (x) the appointment of a successor escrow agent by designation by the other parties hereto and delivery of the Escrow Items to such successor escrow agent (or delivery of the Escrow Items to any court of competent jurisdiction) or (y) the day that is sixty (60) days after the date of delivery of its written notice of resignation to the other parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time will be to safekeep the Escrow Items until receipt of a designation of successor Escrow Agent, or a joint written instruction as to disposition of the Escrow Items by the other parties, or a final order of a court of competent jurisdiction mandating disposition of the Escrow Items. (i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of this Escrow Agreement and acknowledges receipt of the Escrow Items. Parent will pay to the Escrow Agent as payment in full for its services hereunder the Escrow Agent’s compensation set forth in Schedule V hereto. Parent further agree to reimburse the Escrow Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees, and out-of-pocket expenses and disbursements, of its counsel).

Escrow Agent. 16.1 The Downpayment shall be held, paid over and/or applied by Escrow Agent in accordance with the following: (a) At the Closing, the Downpayment shall automatically be paid by Escrow Agent to Seller. (b) In instances other than those described in Section 16(a) above, the following shall apply: if either Seller or Purchaser (the “Requesting Party”) has a good faith belief that it is entitled to the Downpayment pursuant to the terms of this Agreement, then the Requesting Party may submit to Escrow Agent a written request for disbursement of the Downpayment, which request shall in all cases be accompanied by a good faith written explanation as to why the Requesting Party believes it is entitled to the Downpayment pursuant to the terms of this Agreement. The Requesting Party, simultaneously with its submission of such written request to the Escrow Agent, shall deliver a copy of such request and explanation to the other party (the “Non-Requesting Party”). Moreover, within two (2) business days after Escrow Agent’s duties pursuant receipt of such request and explanation from the Requesting Party, Escrow Agent shall deliver a copy of the same to this Agreement are purely ministerial in naturethe Non-Requesting Party. If, within five (5) business days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the entitlement of the Requesting Party to the Downpayment, then the Escrow Agent may disburse the Downpayment to the Requesting Party. However, if, within five (5) business days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow Agent and the Requesting Party that (in substance) the Non-Requesting Party disputes the entitlement of the Requesting Party to the Downpayment, then Escrow Agent shall incur no liability whatsoever except continue to hold the Downpayment until otherwise directed by joint written instructions from Seller and Purchaser or a final judgment of a court having jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Downpayment with the clerk of any federal or state court sitting in the City of New York. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. All notices and deliveries under this Section must be made in strict accordance with Sections 17.1 and 17.2 below. (c) The parties acknowledge that Escrow Agent (i) is acting solely as a stakeholder at their request and for their convenience, (ii) shall not be deemed to be the agent of either of the parties and (iii) shall not be liable to either of the parties for any act or omission on its part unless caused by Escrow Agent’s willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Seller and do each hereby Purchaser shall jointly and severally indemnify the Escrow Agent against, and shall hold, save, and defend the hold Escrow Agent harmless from, any from and against all costs, liabilities, claims and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingexpenses, including reasonable attorneys’ fees and disbursements, incurred in connection with the performance of Escrow Agent’s duties hereunder, unless caused by Escrow Agent’s willful misconduct or gross negligence. Escrow Agent shall not be liable for any losses suffered in connection with any such investment (except to the Party determined not extent of Escrow Agent’s gross negligence or willful misconduct) and shall have no obligation to obtain the best, or otherwise seek to maximize, the rate of interest earned on any such investment. Escrow Agent shall be entitled to rely or act upon any notice, instrument or document believed by Escrow Agent to be genuine and to be executed and delivered by the ▇▇▇▇▇▇▇ Money. Upon making delivery proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the ▇▇▇▇▇▇▇ Money in execution of any of the manners herein providednotice, the instrument or document. Escrow Agent shall not be bound by any modification to this Section 16.1 unless Escrow Agent shall have no further liability or obligation hereunderagreed to such modification in writing. The Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability for the performance or non-performance of Purchaser or Seller hereunder to either of them. Any fees or charges in connection with such investment shall execute be paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. 16.2 Escrow Receipt attached hereto Agent has acknowledged agreement to the foregoing provisions of Article 16 by signing in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding place indicated on the same on deposit in accordance with the provisions hereofsignature page of this Agreement.

Escrow Agent. 16.1 The Downpayment shall be held, paid over and/or applied by Escrow Agent in accordance with the following: (a) If this Agreement shall be terminated by Purchaser prior to the expiration of the Due Diligence Period, then the Downpayment, and any interest thereon, shall automatically be paid to Purchaser, without any further notice or authorization. At the Closing, the Downpayment, and any interest thereon, shall automatically be paid by Escrow Agent to Seller, without any further notice or authorization. (b) In instances other than those described in Section 16.1(a) above, the following shall apply: if either Seller or Purchaser (the "Requesting Party") has a good faith belief that it is entitled to the Downpayment pursuant to the terms of this Agreement, then the Requesting Party may submit to Escrow Agent a written request for disbursement of the Downpayment, which request shall in all cases be accompanied by a good faith written explanation as to why the Requesting Party believes it is entitled to the Downpayment pursuant to the terms of this Agreement. The Requesting Party, simultaneously with its submission of such written request to the Escrow Agent’s duties pursuant , shall deliver a copy of such request and explanation to this Agreement are purely ministerial in naturethe other party (the "Non-Requesting Party"). Moreover, within two (2) business days after Escrow Agent's receipt of such request and explanation from the Requesting Party, Escrow Agent shall deliver a copy of the same to the Non-Requesting Party. If, within five (5) business days after the Non-Requesting Party's receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the entitlement of the Requesting Party to the Downpayment, then the Escrow Agent may disburse the Downpayment to the Requesting Party. However, if, within five (5) business days after the Non-Requesting Party's receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow Agent and the Requesting Party that (in substance) the Non-Requesting Party disputes the entitlement of the Requesting Party to the Downpayment, then Escrow Agent shall incur no liability whatsoever except continue to hold the Downpayment until otherwise directed by joint written instructions from Seller and Purchaser or a final judgment of a court having jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Downpayment with the clerk of any federal or state court sitting in the City of New York. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. All notices and deliveries under this Section must be made in accordance with Article 17 below. (c) The parties acknowledge that Escrow Agent (i) is acting solely as a stakeholder at their request and for their convenience, (ii) shall not be deemed to be the agent of either of the parties and (iii) shall not be liable to either of the parties for any act or omission on its part unless caused by Escrow Agent's willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Seller and do each hereby Purchaser shall jointly and severally indemnify the Escrow Agent against, and shall hold, save, and defend the hold Escrow Agent harmless from, any from and against all costs, liabilitiesclaims and expenses, including reasonable attorneys' fees and expenses disbursements, incurred in connection with the performance of Escrow Agent's duties hereunder, unless caused by the Escrow Agent's willful misconduct or gross negligence. Escrow Agent shall not be liable for any losses suffered in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only connection with respect any such investment (except to the ▇▇▇▇▇▇▇ Money. If there is any dispute as extent of Escrow Agent's gross negligence or willful misconduct) and shall have no obligation to whether obtain the Escrow Agent is obligated best, or otherwise seek to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredmaximize, the Escrow Agent may refuse to make rate of interest earned on any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedinginvestment. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs entitled to rely or act upon any notice, instrument or document believed by Escrow Agent to be genuine and expenses of such action or proceeding, including reasonable attorneys’ fees to be executed and disbursements, delivered by the Party determined not proper person, and shall have no obligation to be entitled to verify any statements contained in any notice, instrument or document or the ▇▇▇▇▇▇▇ Money. Upon making delivery accuracy or due authorization of the ▇▇▇▇▇▇▇ Money in execution of any of the manners herein providednotice, the instrument or document. Escrow Agent shall not be bound by any modification to this Section 16.1 unless Escrow Agent shall have no further liability or obligation hereunderagreed to such modification in writing. The Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability for the performance or non-performance of Purchaser or Seller hereunder to either of them. Any fees or charges in connection with such investment shall execute be paid out of the amounts held in escrow before any other payments shall be required to be made from such amounts. 16.2 Escrow Receipt attached hereto Agent has acknowledged its agreement to the foregoing provisions of this Article 16 by signing in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding place indicated on the same on deposit in accordance with the provisions hereofsignature page of this Agreement.

Escrow Agent. Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability or any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Moneyany monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending in the county or circuit where the Real Properly is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such determination. The monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. 18.1 The tax identification numbers of the parties shall be furnished to Escrow Agent upon request of Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature. At the Closing, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery proceeds of the ▇▇▇▇▇▇▇ Money shall be paid by Escrow Agent to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day period or if for any other reason Escrow Agent in any good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of the manners herein provideda court. However, the Escrow Agent shall have no further liability the right, only after dispute of the parties or obligation hereunderthis contract fails due to its terms, to deposit the escrowed proceeds with the clerk of any applicable court of the county in which the Premises is located. The Escrow Agent shall execute the give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Receipt attached hereto in order to confirm Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. 18.2 The parties acknowledge that it has received the ▇▇▇▇▇▇▇ Money Agent is acting solely as a stakeholder at their request and is holding for their convenience, that Escrow Agent shall not be deemed to be the same agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on deposit its part unless taken or suffered in accordance bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the provisions hereofperformance of ▇▇▇▇▇▇ Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this contract or involving negligence on the part of Escrow Agent.

Escrow Agent. acts hereunder as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of the same, or the identity, authority, or rights of any person executing or depositing the same. Seller and Purchaser hereby certify that they are aware the Federal Deposit Insurance Corporation (the "FDIC") coverages apply only to a maximum amount of One Hundred Thousand and No/I 00 Dollars ($100,000.00) for each individual depositor. Seller and Purchaser understand that Escrow Agent assumes no responsibility for, nor will Seller and Purchaser hold same liable for, any loss occurring which arises from the fact that the amount of the above account may cause the aggregate amount of any individual depositor's account to exceed One Hundred Thousand and No/100 Dollars ($100,000.00) and that the excess amount is not insured by the FDIC. 8. Escrow Agent shall be protected in acting upon any notice, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and to be signed by the proper party or parties. 9. Escrow Agent may consult with legal counsel in the event of any dispute of questions as to the construction of the foregoing instructions, or Escrow Agent’s 's duties pursuant to this Agreement are purely ministerial in naturehereunder, and the Escrow Agent shall incur no liability whatsoever and shall be fully protected in acting in accordance with the opinion and instructions of such counsel. 10. Escrow Agent shall not be liable for any damage, liability, or loss arising out of or in connection with the services rendered by Escrow Agent pursuant to this Agreement, except for its any damage, liability, or loss resulting from the willful misconduct misconduct, negligence or gross negligence, so long as the breach of this Agreement by Escrow Agent is acting in good faithor any of its officers or employees. The Parties Seller and Purchaser hereby release the and discharge Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only all matters with respect to the subject matter hereof (except for the willful misconduct, negligence or breach of this Agreement by Escrow Agent or any of its officers or employees) and agree to indemnify and hold Escrow Agent harmless from and against all costs, damages, judgments, attorney's fees, expenses, obligations, and liabilities of any kind or nature, which in good faith, Escrow Agent may incur or sustain in connection with this Agreement (except for the willful misconduct, negligent conduct or breach of this Agreement by Escrow Agent or any of its officers or employees). In the event of controversy or litigation arising out of this transaction, which (a) results in any expense or attorney's fees to Escrow Agent, by virtue of such claim or default, controversy or litigation; or (b) requires a declaratory judgment by a proper court as to the disbursement of said escrowed funds, unless due to the willful misconduct, negligence or breach of this Agreement by Escrow Agent, Escrow Agent is hereby authorized to deduct such expense or attorney's fees out of the escrowed funds, and to pay any remaining balance over to the party entitled thereto as agreed upon by the parties, or as directed by a court of competent jurisdiction; provided, that as between Seller and Purchaser, the prevailing party in such dispute shall be entitled to recover all of such costs and expenses from the other party. 11. This Agreement may be amended only by written agreement signed by Seller and Purchaser; however, (a) Escrow Agent will not be bound by such amendment until such time as Escrow Agent has been provided with a copy of the fully executed amendment; and (b) should, at any time, any attempt be made to modify this Agreement in a manner that would increase the duties and responsibilities of Escrow Agent, or to modify this Agreement in any manner that Escrow Agent shall deem undesirable, Escrow Agent may resign by notifying the parties hereto in writing, by certified mail to their respective addresses set forth below; and until (i) the acceptance by such parties; or (ii) fifteen (15) days following the date upon which notice was mailed, whichever occurs sooner, Escrow Agent's only remaining obligation shall be to perfonn its duties hereunder in accordance with the terms of this Agreement. 12. Escrow Agent may be removed by written agreement executed by both Seller and Purchaser, in which event, Escrow Agent shall disburse the balance of the Punchlist Holdback and all other documents and information held by Escrow Agent pursuant to this Agreement to or as directed by written instructions signed by both Seller and Purchaser. 13. All notices, requests and other communications under this Agreement shall be in writing and shall be delivered in person by hand delivery or overnight delivery service, by facsimile or by email (provided, that any notice of default or termination notice may not be given by email), or sent by certified mail, return receipt requested, addressed as follows: If to Seller: E▇▇▇ ▇. ▇▇▇▇▇, Vice President of Operations Armada H▇▇▇▇▇▇ Properties, Inc. 2▇▇ ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇ e▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: C. ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writingS▇▇▇▇▇▇, signed by Seller and Buyer, directing the disposition of the Esq. W▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the Mullen 2▇▇ ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given▇▇▇▇ ▇▇▇▇▇▇, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding▇▇▇▇▇, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇ g▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ If to Purchaser: c/▇ ▇▇▇▇▇▇▇▇▇ Money in any of the manners herein provided▇▇▇▇▇▇▇▇▇▇▇, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the LLC 1▇▇▇ ▇▇▇▇▇▇▇▇▇ Money ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: S▇▇▇▇ ▇▇▇▇▇▇ email: s▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to: E▇▇▇ ▇. ▇▇▇▇▇▇▇▇ N▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough LLP Atlantic Station 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ email: e▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ If to Escrow Agent: S. M▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title & Escrow, L.L.C. 4▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇ Suite 285 Atlanta, Georgia 30319 M▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ or such other address, and is holding to the attention of such other person, as the Parties shall give notice as herein provided. All such notices, requests and other communications shall be deemed to have been sufficiently given for all purposes hereof upon receipt at such address if delivered in person, by overnight delivery, by facsimile or by email, or if mailed, upon deposit of both the original and any required copies in a post office or official depository of the United States Postal Service. 14. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. The Parties hereby consent to jurisdiction and venue in Durham, North Carolina, and agree that such jurisdiction and venue shall be sole and exclusive for any and all actions or disputes related to this Agreement or any related instrument. 15. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. This Agreement may not be assigned by either Seller or Purchaser except in connection with and to the same party as the Purchase Agreement is assigned, and Purchaser shall be entitled to pledge its rights under this Agreement and the Punchlist Holdback to Purchaser's lender. This Agreement may not be assigned by Escrow Agent without the prior written consent of Seller and Purchaser. 16. With respect to all provisions of this Agreement, time is of the essence. However, if the Closing or the final date of any period which is set out in any provision of this Agreement falls on deposit a Saturday, Sunday or legal holiday under the laws of the United States or the State of North Carolina, then, and in accordance with such event, the provisions hereofClosing or such period shall be extended so that the Closing or the last day of such period falls on the next day which is not a Saturday, Sunday or legal holiday. 17. This Agreement may be executed in multiple counterparts. A facsimile or pdf copy of this Agreement bearing the signature of a Party hereto shall be sufficient to bind such Party to the terms of this Agreement. 18. All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

Escrow Agent. The Deposit shall be deposited by Escrow Agent in an interest bearing escrow account and the proceeds held and disbursed in accordance with the terms of this Agreement. Upon Closing, Escrow Agent shall deliver the Deposit to Seller and the Deposit shall be credited against the Purchase Price. In all other cases, if either party makes a demand upon Escrow Agent for delivery of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If a notice of objection to the proposed payment is not received from the other party within seven (7) business days after the giving of notice by Escrow Agent’s duties pursuant , time being of the essence, Escrow Agent is hereby authorized to this Agreement are purely ministerial deliver the Deposit to the party who made the demand. If Escrow Agent receives a notice of objection within said period or if for any other reason Escrow Agent in naturegood faith elects not to deliver the Deposit, then Escrow Agent shall continue to hold the Deposit an to the party entitled when Escrow Agent receives (a) a notice from the objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of the Deposit or (c) a judgment or order of a court of competent jurisdiction directing disposition of the Deposit. Buyer and the Seller hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever except for in connection with its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance under this Agreement, and Buyer and Seller hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderfunctions under this Agreement. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed liable only for all costs loss or damage caused directly by its acts of negligence while performing under this Agreement. Buyer and expenses Seller further agree to indemnify against, hold harmless, release and waive any claims they may have against Escrow Agent as a result of such action or proceedinga reasonable delay in any wire transfer made pursuant to this Agreement, including reasonable attorneys’ fees and disbursements, and/or any errors in wiring instructions given to Escrow Agent. The signing of this Agreement by the Party determined not Escrow Agent is only to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery evidence Escrow Agent's acceptance of the ▇▇▇▇▇▇▇ Money in any terms and conditions of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis paragraph.

Escrow Agent. The duties of the Escrow Agent’s duties pursuant to Agent are determined solely by this Agreement and are purely ministerial in nature, and . If any dispute arises between the parties as to whether or not the Escrow Agent is obligated to deliver the Escrowed Funds, the Escrow Agent is not obligated to make any delivery, but may hold the Escrowed Funds until receipt of a written authorization signed by all persons having an interest in the dispute, directing the disposition of the Escrowed Funds. In the absence of a written authorization, the Escrow Agent may hold the Escrowed Funds until the rights of the parties have been finally determined in an appropriate proceeding. Moreover, the Escrow Agent may bring an appropriate proceeding for leave to deposit the Escrowed Funds pending a determination of the rights of the parties. If threatened with litigation, the Escrow Agent may interplead all interested parties in an appropriate action and may deposit the Escrowed Funds with the clerk of the court; thereupon the Escrow Agent will have no further liability under this Agreement. The parties agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish, LLP shall incur no liability whatsoever except not, by virtue of its serving as Escrow Agent, be disqualified from representing Landlord and BFA in connection with any dispute regarding the disposition of the Escrowed Funds. Escrow Agent is not liable for any mistake of fact or error of judgment, or for any acts or omissions, unless caused by its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby parties to this Agreement each release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith in performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderunder this Agreement. The Escrow Agent is acting entitled to rely on any document or signature believed by it to be genuine and may assume that any person purporting to give any writing or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing or instruction is given. The undersigned jointly and severally indemnify and protect Escrow Agent from and hold it harmless against any loss, liability, or expense incurred without willful misconduct or gross negligence on the part of Escrow Agent, arising out of its duties under this Escrow Agreement, as a stakeholder only with respect to well as the costs and expenses of defending against any claim or liability arising under this Agreement. WITNESS the execution hereof as an instrument under seal as of the date first above written. By: /s/ ▇▇▇▇ ▇. Power By: /s/ ▇▇▇▇▇▇▇ Money▇. If there is any dispute ▇▇▇▇▇ ▇▇▇▇ ▇. Power, as to whether the Escrow Agent is obligated to deliver the Trustee and not individually Name: ▇▇▇▇▇▇▇ Money or as to whom the ▇. ▇▇▇▇▇ Title: Secretary BOSTON FEDERAL ASSOCIATES, a Massachusetts limited partnership ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money is to be delivered& CO. By: Boston Federal Associates LLC, the Escrow Agent may refuse to make any delivery and may continue to hold the By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇ its general partner Name: J. ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. Power ▇▇▇▇ ▇. Power, Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding& CO. If such written authorization is not given▇▇▇ ▇▇▇▇▇▇▇▇, or a proceeding for such determination is not begun▇▇▇ ▇▇▇▇, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇ ▇▇▇▇▇-▇▇▇▇ PRIVATE BANKERS SWIFT: ▇▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the TELEX: 62923 BBHUW BENEFICIARY: BOSTON FEDERAL ASSOCIATES C/O ▇▇▇▇▇▇ ▇▇▇▇▇ INTEREST ▇▇▇ ▇▇▇▇▇▇▇ Money▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTENTION: ▇▇▇▇ ▇▇▇▇▇ GENTLEMEN/LADIES: AMOUNT: $300,000.00 (U.S. DOLLARS THREE HUNDRED THOUSAND AND 00/100) WE HEREBY ISSUE OUR IRREVOCABLE, TRANSFERABLE STANDBY LETTER OF CREDIT NO. Upon making delivery of the MA-S330825 IN YOUR FAVOR AT THE REQUEST AND FOR THE ACCOUNT OF POINT THERAPEUTICS INC., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ WHICH IS AVAILABLE BY PAYMENT OF YOUR SIGHT DRAFT(S) DRAWN ON ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money in any of the manners herein provided& CO., the Escrow Agent shall have no further liability or obligation hereunderNEW YORK BEARING THE CLAUSE: “DRAWN UNDER STANDBY LETTER OF CREDIT NO. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the MA-S330825 OF ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof& CO., NEW YORK” WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT: A LETTER PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY OF BOSTON FEDERAL ASSOCIATES STATING THAT: “BOSTON FEDERAL ASSOCIATES IS ENTITLED TO DRAW ON LETTER OF CREDIT NO. MA-S330825 UNDER THE TERMS OF THE THE LEASE DATED MARCH 16, 2005 BETWEEN BOSTON FEDERAL ASSOCIATES AS LANDLORD AND POINT THERAPEUTICS INC. AS TENANT”. WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA FIDE HOLDERS OF ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH DRAFTS WILL BE HONORED BY US IF PRESENTED TO US AT ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ATTN: LETTER OF CREDIT GROUP ON OR BEFORE THE EXPIRATION DATE SET FORTH HEREIN OR ANY FUTURE EXPIRATION DATE. SPECIAL CONDITIONS: PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. ANY PARTIAL DRAWING UNDER THIS LETTER OF CREDIT WILL CAUSE THE STATED AVAILABLE BALANCE TO BE REDUCED BY THE AMOUNT OF ANY SUCH PARTIAL DRAWING. ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ PRIVATE BANKERS SWIFT: ▇▇▇▇▇▇▇▇ TELEX: 62923 BBHUW THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE TO A SINGLE TRANSFEREE AND IN THE FULL AMOUNT AVAILABLE TO BE DRAWN AT THE TIME OF SUCH TRANSFER. TRANSFER FEES ARE FOR ACCOUNT OF THE APPLICANT. TRANSFER UNDER THIS LETTER OF CREDIT IS RESTRICTED TO THE COUNTERS OF ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO., NEW YORK AND ANY TRANSFER DOES NOT BECOME OPERATIVE UNTIL THE FOLLOWING CONDITIONS HAVE BEEN COMPLIED WITH: A. THE ORIGINAL LETTER OF CREDIT AND SUBSEQUENT AMENDMENTS HAVE BEEN RETURNED TO US. B. OUR TRANSFER FORM ANNEXED HERETO AS “EXHIBIT A” HAS BEEN SUBMITTED AND THE SIGNATURE HAS BEEN AUTHENTICATED BY A BANK. C. THE AUTHENTICATING BANK’S SIGNATURE CIRCULAR HAS BEEN SUBMITTED ALONG WITH EXHIBIT A ENABLING US TO AUTHENTICATE THEIR SIGNATURE. D. THE TRANSFEREE AND AUTHENTICATING BANK HAVE BEEN APPROVED BY US AS NOT BEING CONTRARY TO U.S. TREASURY AND U.S. DEPARTMENT OF COMMERCE REGULATIONS AND WE NOTIFY YOU ACCORDINGLY.

Escrow Agent. (a) Escrow Agent has represented only the Buyer in regard to the closing of the subject transaction. Both parties recognize and acknowledge that Escrow Agent is counsel for the Buyer and that Escrow Agent has agreed to serve as Escrow Agent as a convenience to both parties. Both parties agree that Escrow Agent may continue to represent Buyer in this and any other transaction or matter including, without limitation, representation in disputes between or among Buyer, Seller and any lender disputes concerning the Deposit and disputes concerning Escrow Agent’s duties 's responsibilities hereunder. (b) Escrow Agent shall not be responsible for any defaults hereunder by any party. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. In the event of an actual or potential dispute as to the rights of the parties hereto under this Contract, the Escrow Agent may in its sole discretion, continue to hold the Deposit until the parties mutually agree to the release thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit any monies and all instruments held pursuant to this Agreement are purely ministerial in natureContract with the Clerk of Court, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredCounty, the Escrow Agent may refuse to make any delivery Florida, and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence upon notifying all parties concerned of such written authorizationaction, all liability on the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination part of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunderfully terminate, except to the extent of an account of any monies theretofore delivered out of escrow. The All parties agree that Escrow Agent shall execute not be liable to any party or person whomsoever for any action taken or omitted by Escrow Agent, including but not limited to any misdelivery of monies or instruments subject to this escrow, unless such misdelivery shall be due to willful breach in bad faith of this Contract or gross negligence on the part of the Escrow Receipt attached hereto in order Agent. (c) Escrow Agent may resign upon ten (10) days written notice to confirm that it has received the ▇▇▇▇▇▇▇ Money and parties to this Contract. If a successor Escrow Agent is holding not appointed within said ten (10) day period, Escrow Agent may petition the same on deposit in accordance with the provisions hereofappropriate court to name a successor.

Escrow Agent. Escrow Any Closing Agent or escrow agent (collectively "Agent’s duties pursuant ") receiving the Deposit, other funds and other items is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Agreement Contract. Failure of funds to become COLLECTED shall not excuse Buyer's performance. When conflicting demands for the Deposit are purely ministerial in naturereceived, and the Escrow or Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the has a good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving doubt as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to entitlement to the ▇▇▇▇▇▇▇ MoneyDeposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. If there is any dispute in doubt as to whether Agent's duties or liabilities under the Escrow provisions of this Contract, Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredmay, the Escrow Agent may refuse to make any delivery and may at Agent's option, continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition subject matter of the ▇▇▇▇▇▇▇ Money, or, in escrow until the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money parties hereto agree to its disbursement or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending shall determine the rights of the parties, or 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 Agent may represent such determinationparty in such action. The Escrow Upon notifying all parties concerned of such action, all liability on the part of Agent shall be reimbursed fully terminate, except to the extent of accounting for all costs 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 expenses 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 such action acting as Agent hereunder, or proceedingin any proceeding wherein Agent interpleads the subject matter of the escrow, including Agent shall recover reasonable attorneys’ attorney's fees and disbursements, by the Party determined not costs incurred with these amounts to be entitled paid pursuant to court order out of the ▇▇▇▇▇▇▇ Moneyescrowed funds or equivalent and charged and awarded as court costs in favor of the prevailing party. Upon making Agent shall not be liable to any party or person for mis-delivery of the ▇▇▇▇▇▇▇ Money in any escrowed items, unless such mis-delivery is due to willful breach of the manners herein provided, the Escrow Agent this Contract or Agent's gross negligence. This Paragraph 13 shall have no further liability survive Closing or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoftermination of this Contract.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) Escrow Agent shall incur no liability whatsoever except hold the Deposit for its willful misconduct Seller's account in escrow as provided in paragraph 2(b) hereof until Closing or gross negligencesooner termination of this contract and shall pay over or apply the Deposit in accordance with the terms of this paragraph. At Closing, so long as the Deposit shall be paid by Escrow Agent to Seller. If for any reason Closing does not occur and either party gives Notice to Escrow Agent demanding payment of the Deposit, Escrow Agent shall give prompt Notice to the other party of such demand. If Escrow Agent does not receive Notice of objection from such other party to the proposed payment within 10 business days after the giving of such Notice, Escrow Agent is hereby authorized and directed to make such payment. If Escrow Agent does receive such Notice of objection within such 10 day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by Notice from the parties to this contract or a final, nonappealable judgment, order or decree of a court. However, Escrow Agent shall have the right at any time to deposit the Deposit and the interest thereon with the clerk of a court in the county in which the Premises are located and shall give Notice of such deposit to Seller and Purchaser. Upon such deposit or other disbursement in accordance with the terms of this paragraph, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. (b) The parties acknowledge that, although Escrow Agent is holding the Deposit for Seller's account, for all other purposes Escrow Agent is acting in good faith. The Parties hereby release the solely as a stakeholder at their request and for their convenience and that Escrow Agent from any liability for any error of judgment or shall not be liable to either party for any act done or omitted omission on its part unless taken or suffered in bad faith or in willful disregard of this contract or involving gross negligence on the part of Escrow Agent. Seller and purchaser jointly and severally agree to be done defend, indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses (including reasonable attorneys' fees) incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by the Escrow Agent in bad faith or in willful disregard of this contract or involving gross negligence on the good faith performance part of Escrow Agent. (c) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in full reliance upon and with the advice of counsel which may be selected by it (including any member of its duties hereunder firm) and do each hereby indemnify shall be fully protected in so acting or refraining from action upon the advice of such counsel. (d) Escrow Agent against, acknowledges receipt of the Deposit by check subject to collection and shall hold, save, and defend Escrow Agent's agreement to the provisions of this paragraph by signing in the place indicated on the signature page of this contract. (e) Escrow Agent harmless from, or any costs, liabilities, and expenses incurred by the Escrow Agent member of its firm shall be permitted to act as counsel for Seller in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to the disbursement of the Deposit or any other dispute between the parties whether the or not Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition possession of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Deposit and continues to act as Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting authorized and agrees by acceptance of the Deposit to hold and deliver the same or the proceeds thereof in good faithaccordance with this Contract and to perform all duties as required by this Contract. The Parties hereby release In the event of doubt as to its liabilities or duties, Escrow Agent from may, in its sole discretion and any liability for any error other provision of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect this Contract to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredcontrary notwithstanding, the Escrow Agent may refuse to make any delivery and may (a) continue to hold the ▇▇▇▇▇▇▇ Money Deposit or the proceeds thereof until receipt by the Escrow Agent of an authorization in writingparties mutually agree to the disbursement thereof, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending shall determine the rights of the parties thereto, or (b) interplead the Deposit or the proceeds thereof to the Registry of the Circuit Court of the County where the Property is located, and, upon notifying all parties concerned of such determinationaction, any liability on the part of Escrow Agent shall fully terminate except to the extent of accounting for any monies or documents previously delivered out of escrow. The Escrow Agent shall not be liable for any loss resulting from any default, error, action or omission of Buyer or Seller, loss or impairment of funds in the course of collection or while on deposit resulting from failure or suspension of the depository institution, misdelivery to Buyer or Seller of monies subject to escrow or Escrow Agent’s compliance with any legal process, order or judgment of any court, whether or not subsequently vacated or modified, unless such act shall be due to the willful breach of this Contract or the gross negligence on the part of the Escrow Agent. Escrow Agent shall be reimbursed for all permitted to resign, in which event the parties shall promptly appoint a substitute escrow agent and direct the Escrow Agent to transfer the Deposit to the substitute escrow agent. The provisions of this section shall survive the Closing or the earlier termination of this Contract and may not be amended without the prior written consent of Escrow Agent. In the event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue of acting as such Escrow Agent or in the event of any suit in which the Escrow Agent interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover its costs and expenses of such action or proceedingin connection therewith, including reasonable attorneys’ fees and disbursementscosts incurred in all trial, by the Party determined not appellate and bankruptcy court proceedings, said fees and costs to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery charged and assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofnon-prevailing party.

Escrow Agent. Escrow Agent’s duties pursuant to Marshall County Abstract & Title Company, Marysville, Kansas, shall be the escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, warranty deed, and other contract documents at the time of the execution of this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as soon thereafter as the Escrow Agent is acting in good faith. The Parties hereby release parties can tender the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by ▇▇▇▇▇▇▇ Money▇▇▇, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. If there is any dispute as to whether the Escrow Agent is obligated to The escrow agent shall deliver the ▇deed to the Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Marshall County Abstract & Title Company, Marysville, Kansas, is ▇▇▇▇▇▇ Money appointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. In accepting any funds or as to whom the ▇▇▇▇▇▇▇ Money documents delivered hereunder, it is to be delivered, the Escrow Agent may refuse to make any delivery agreed and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orunderstood that, in the absence event of such written authorizationdisagreement between the parties to this Agreement, the Escrow Agent may escrow agent will and does reserve the right to hold the ▇▇▇▇▇▇▇ Money all money and documents concerning this escrow until a final determination mutual agreement has been reached between all of the rights parties hereto or until delivery is legally authorized by final judgment or decree from a court of the Parties in an appropriate judicial proceedingcompetent jurisdiction. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in court pending such determination and shall have the right to employ attorneys for the reasonable protection of the escrow property and of itself and shall have the right to reimburse itself out of any funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to cover same. Furthermore, the parties hereby agree that if this contract is canceled by the parties or if any ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent money is to be forfeited or refunded, the amount to be distributed shall first be reimbursed reduced by any unpaid charges for all costs credit reports, appraisals, surveys, and expenses of such action or proceedingtitle investigation fees, including reasonable attorneys’ fees and disbursementsif any, incurred by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery escrow agent on behalf of the ▇▇▇▇▇▇▇ Money in any of party receiving the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoffunds.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit. I If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom either of the ▇▇▇▇▇▇▇ Money Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller Tenant and BuyerLandlord, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in Deposit. In the absence of any such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money disputed Deposit until a final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, proceeding or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money such Deposit in a court of competent jurisdiction pending such determination. The Tenant and Landlord recognize that Escrow Agent’s duties hereunder are only as specifically provided herein and are purely ministerial in nature; and Tenant and Landlord therefore agree that Escrow Agent shall, so long as it acts in good faith, have no liability to either except for its willful misconduct or negligence. Tenant and Landlord do hereby further indemnify the Escrow Agent against, and agree to hold, save, and defend Escrow Agent harmless from any costs, liabilities, and expenses incurred by Escrow Agent in discharging its duties hereunder, except for in the case of the willful misconduct or negligence of Escrow Agent. All escrow fees charged by Escrow Agent shall be reimbursed for all costs borne equally by Tenant and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofLandlord.

Escrow Agent. Escrow Agent agrees to accept, hold and disburse the Deposit in accordance with the terms and conditions of this Agreement. In the event of doubt as to Escrow Agent’s 's duties pursuant to or liabilities under this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except for may, in its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may sole discretion: (a) continue to hold the ▇▇▇▇▇▇▇ Money subject matter of this escrow until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing parties mutually agree to the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money disbursement thereof or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending determines the rights of the parties therein; or (b) deposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such determination. The action, all liability on the part of Escrow Agent shall be reimbursed will fully terminate except to the extent of an accounting for all costs items theretofore delivered out of escrow. In the event of any legal action involving Buyer and expenses Seller wherein Escrow Agent is made a party by virtue of such acting as Escrow Agent hereunder, or in the event of the commencement of any legal action or proceedingwherein Escrow Agent interpleads the subject matter of this escrow, including reasonable attorneys’ fees and disbursements, by the Party determined not to Escrow Agent will be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money in any of prevailing party and deducted from the manners herein provided, funds interpleaded. Buyer and Seller agree that the Escrow Agent shall have no further liability will not be liable to any party or obligation hereunder. The person whatsoever for misdelivery of the Deposit, unless such misdelivery is due to the willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent shall execute be liable for any action taken by it, unless taken or suffered in willful disregard of its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or any other matter related to the Property, Escrow Receipt attached hereto Agent may continue to represent Buyer in order connection with such dispute, including negotiations, arbitration, mediation and litigation, so long as Escrow Agent first delivers the Deposit to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding Clerk of Circuit Court of Orange County, Florida in the same on deposit manner previously contemplated in accordance with the provisions hereofthis ss.19.

Escrow Agent. 12.1 In order to permit the Escrow Agent’s duties pursuant Agent to carry out its obligations hereunder the other Parties hereby specifically authorize and direct the Escrow Agent to make the stipulated payments or to take the stipulated actions in accordance with the provisions of this Agreement are purely ministerial in natureAgreement. 12.2 The Escrow Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Escrow Agent hereunder (including, for each particular Vendor) and the receipt, investment, reinvestment and disbursement of the Escrow Fund, and shall provide to the Purchaser and the Vendors' Representatives records and statements thereof periodically upon request. 12.3 In the exercise and discharge of it rights and duties hereunder, the Escrow Agent shall act honestly and in good faith with a view to the best interests of the persons having an interest in the Escrow Fund and shall exercise that degree of care, diligence and skill that a reasonably prudent escrow agent would exercise in comparable circumstances. The Escrow Agent shall not be relieved from liability for its own negligent action, negligent failure to act or fraud. The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as any diminution in the value of the Escrow Fund. 12.4 The Escrow Agent is acting hereby accepts the covenants, trusts and obligations in good faith. The Parties this Agreement declared and provided for and agrees to perform the same upon the terms and conditions hereinbefore set forth and to hold and exercise the rights, privileges and benefits conferred upon it hereby release in trust for the benefit of the persons having an interest in the Escrow Fund. 12.5 The Escrow Agent from any liability for any error represents that at the time of judgment or for any act done or omitted to be done by the execution and delivery hereof no material conflict of interest exists in the Escrow Agent Agent's role as an escrow agent hereunder (including as holder of the Hypothecated Property for the benefit of the Purchaser) and agrees that in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent againsta material conflict of interest arising hereafter it shall, and shall holdwithin 30 days after ascertaining that it has such a material conflict of interest, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving either eliminate such conflict or resign as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as In the event of such a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredconflict of interest, the Escrow Agent may refuse seek directions from (and determine not to make any delivery and may continue to hold act pending the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, directions from) the Quebec Superior Court and shall incur no liability whatsoever in such circumstances for such inaction. 12.6 The Escrow Agent may in its personal or any other capacity invest in, lend on, deal in and hold the ▇▇▇▇▇▇▇ Money until a final determination securities of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedother Parties, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance generally may contract with the provisions hereofother Parties and any of their affiliates without being liable to account for any profit or gain realized thereby.

Escrow Agent. The duties of Escrow Agent’s duties pursuant Agent will be as follows: (i) During the term of this Contract, Escrow Agent will hold and deliver the Deposit in accordance with the terms and provisions of this Contract. (ii) If this Contract is terminated by the mutual written agreement of Seller and Buyer, or if Escrow Agent is unable to this Agreement determine at any time to whom the Deposit should be delivered, or if a dispute develops between Seller and Buyer concerning to whom the Deposit should be delivered, then in any such event, Escrow Agent will request joint written instructions from Seller and Buyer and will deliver the Deposit in accordance with such joint written instructions. In the event that such written instructions are purely ministerial in naturenot received by Escrow Agent within ten (10) days after Escrow Agent has served a written request for instructions upon Seller and Buyer, and the Escrow Agent shall incur will have the right to pay the Deposit into a court of competent jurisdiction and interplead Seller and Buyer in respect thereof, and thereafter Escrow Agent will be discharged of any obligations in connection with this Contract. (iii) If costs or expenses are incurred by Escrow Agent because of litigation or a dispute between Seller and Buyer arising out of the holding of the Deposit in escrow, then the party that does not prevail in such litigation or dispute will pay Escrow Agent such costs and expenses. Except for such costs and expenses, no liability whatsoever except fee or charge will be due or payable to Escrow Agent for its willful misconduct or gross negligenceservices as escrow holder in the event of such dispute. (iv) By joining herein, so long as the Escrow Agent is acting in good faith. The Parties hereby release undertakes only to perform the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations imposed upon it under the terms of this Contract and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon Seller and Buyer hereunder. The Escrow Agent THIS CONTRACT is acting as a stakeholder only with respect to hereby duly executed in duplicate by Buyer and Seller on the ▇date first-above written [Greenwood and Kedron Tracts Only]. BUYER: SELLER: PLUM CREEK TIMBERLANDS, L.P. GREAT EASTERN TIMBER COMPANY LLC By: Plum Creek Timber I, L.L.C., its general partner By: H▇▇▇▇▇▇ MoneyNatural Resource Group, Inc., its Manager BY:____________________________ Name: Title: BY:_____________________________ Name: Title: PLUM CREEK MARKETING, INC. If there By: ____________________________ Name: Title: PLUM CREEK LAND COMPANY By: _____________________________ Name: Title: THIS CONTRACT is any dispute as to whether hereby duly executed in duplicate by Buyer and Seller on the Escrow Agent is obligated to deliver the ▇date first-above written [White Mountain Tree Farm Only]. BUYER: SELLER PLUM CREEK MAINE TIMBERLANDS, LLC GREAT EASTERN TIMBER COMPANY LLC By: H▇▇▇▇▇▇ Money or Natural Resource Group, Inc., its Manager By: ____________________________ Name: Title: BY:_____________________________ Name: Title: PLUM CREEK MAINE MARKETING, INC. BY:____________________________ Name: Title: PLUM CREEK LAND COMPANY By: _____________________________ Name: Title: The undersigned representative of the Escrow Agent hereby acknowledges receipt of Buyer’s tender of the Deposit and acknowledges and agrees to perform the duties of Escrow Agent under this Agreement. Buyer and Seller agree that receipt by Escrow Agent of Buyer’s tender of the Deposit does not create a binding Contract and that this Contract is not binding upon Seller until it is executed by Seller and a signed copy is returned to Buyer. ________________Title Insurance Company, as to whom the ▇Escrow Agent By:__________________________________ Title:________________________________ ______________________________ DATE This is a Great Eastern Timber Company, LLC compliant sales contract. (initial-H▇▇▇▇▇▇ Money is Representative) A. Compartment Lists [Greenwood and Kedron Tracts Only] A. Legal Descriptions [White Mountain Tree Farm Only] B. Timber Deed [Greenwood Tract Only] B. Environmental Reports [White Mountain Tree Farm Only] C. Building [Greenwood Tract Only] D. Active Timber Sale Contracts - Pay as Cut E. Parcel Sales which may be required by State, Legal Proceedings, Condemnation and Claims [Greenwood and Kedron Tracts Only] F. Description of Environmental Reports, Summaries and any Environmental Conditions Known to be delivered, the Escrow Agent may refuse to make any delivery Seller [Greenwood and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Kedron Tracts Only] G. Active Timber Sale Contracts - Advance Pay [Greenwood and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs Kedron Tracts Only] H. Additional Clearcut Contracts - Advance Pay [Greenwood and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.Kedron Tracts Only]

Escrow Agent. Escrow Agent’s duties Seller and Buyer, pursuant to this Agreement are purely ministerial in naturethe Prior Agreement, and appointed the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligenceto receive the Purchase Price and the Securities (together with the Purchase Price, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against"Escrowed Property"), and shall hold, save, to hold and defend disburse the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by Escrowed Property in accordance with the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderterms of this Agreement. The Escrow Agent accepted such appointment on the following terms and conditions: (a) It is acting as a stakeholder specifically understood and agreed that the only with respect obligation of Escrow Agent hereunder is to disburse the Escrowed Property pursuant to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredterms hereof, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability obligation to Seller, Buyer or obligation hereunder. The any other party whatsoever, including but not limited to any party claiming by or through Seller or Buyer upon such disbursement. (b) Escrow Agent shall execute not be under any duty to give the Escrowed Property any greater degree of care than it gives its own similar property, and it shall have no liability hereunder, whether for negligence or otherwise, except for the intentional breach of its duties hereunder. Escrow Agent shall have no duties or responsibilities except those as expressly set forth herein, and no implied duties or obligations may be read into this Agreement against the Escrow Receipt attached hereto Agent. (c) Escrow Agent may consult with counsel and shall be fully protected, indemnified and held harmless with respect to any action taken or omitted by Escrow Agent in order good faith on advice of counsel. (d) Escrow Agent makes no representation as to confirm that the validity, value, genuineness or collectability of the Funds or of the Securities or any other document or instrument held by or delivered to Escrow Agent. (e) Seller and Buyer hereby unconditionally agree to indemnify the Escrow Agent and hold it has received harmless from and against any and all taxes (except those taxes duly payable by Escrow Agent as a result of the ▇▇▇▇▇▇▇ Money compensation derived by Escrow Agent hereunder, but including any other federal, state and is holding local taxes of any kind and other governmental charges), expenses, damages, actions, suits or other charges incurred by or brought or assessed against Escrow Agent: (i) for anything done or omitted by Escrow Agent in the same performance of its duties hereunder; or (ii) on deposit account of its acting in accordance with its capacity as Escrow Agent or stakeholder hereunder, except as a result of its intentional breach of its duties under this Agreement. (f) The agreements contained herein shall survive any termination of this Agreement and the provisions hereofduties of the Escrow Agent hereunder.

Escrow Agent. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.5 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, so long 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 is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt 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 an authorization in writingthe 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, signed by 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. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long be mutually agreed by the parties (referred to herein as the “Escrow Agent” and “Title Company”). Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver disburse the ▇▇▇▇▇▇▇ Money in accordance with the terms thereof. (b) Prior to disbursing the ▇▇▇▇▇▇▇ Money other than pursuant to the written directions of both parties, Escrow Agent shall give all parties five (5) days’ notice, stating to whom the disbursement will be made. Any party may object in writing to the disbursement, provided the objection is received by the Escrow Agent prior to the end of the five (5) day notice period. All objections not raised in a timely manner shall be waived. In the event a timely objection is made, Escrow Agent shall consider the objection and shall do any or as a combination of the following: (A) hold the ▇▇▇▇▇▇▇ Money for a reasonable period of time to give the parties an opportunity to resolve the dispute; (B) disburse the ▇▇▇▇▇▇▇ Money and so notify all parties; and/or (C) interplead the ▇▇▇▇▇▇▇ Money into a court of competent jurisdiction. (c) Escrow Agent shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including reasonable attorneys’ fees. The prevailing party in the interpleader action shall be entitled to collect from the other party the costs and expenses reimbursed to Escrow Agent. No party shall seek damages from Escrow Agent (nor shall Escrow Agent be liable for same) for any matter relating to the performance of Escrow Agent’s duties under this section, except for willful misconduct or gross negligence. Any interest actually earned on the ▇▇▇▇▇▇▇ Money shall go to the person to whom the ▇▇▇▇▇▇▇ Money is to be deliveredpaid, without such interest being credited against the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofPurchase Price.

Escrow Agent. Lessor shall have the right to designate an entity to act as the Escrow Agent’s duties pursuant Agent for the purpose of holding and administering special trust funds designated as Acquisition Funds for the benefit of Lessor and Lessee. The appointment of ___________________________________________________________ as Escrow Agent is hereby acknowledged. Lessor shall deposit the amount specified in this Lease in a separate Acquisition Fund. Moneys held by the Escrow Agent hereunder shall be invested and reinvested by the Escrow Agent upon order of a representative of the Lessee in Qualified Investments, as hereinafter defined, maturing or subject to redemption at the option of the holder thereof prior to the date on which it is expected that such funds will be needed. Such investments shall be held by the Escrow Agent in the Acquisition Fund, and any interest earned on such investments shall be deposited in that Acquisition Fund. The Escrow Agent may act as purchaser or agent in the making or disposing of any investment. Qualified Investments means (a) direct general obligations of the United States of America; (b) obligations the timely payment of the principal of and interest on which is fully and unconditionally guaranteed by the United States of America; or (c) certificates of deposit, time deposits or demand deposits with any bank or savings institution including the Escrow Agent or any affiliate thereof, provided that such is insured by the Federal Deposit Insurance Corporation. Moneys in each Acquisition Fund shall be used to pay for the cost of acquisition of the Equipment specified in this Lease. Payment shall be made from the Acquisition Fund for the cost of acquiring part or all of the Equipment upon presentation to the Escrow Agent of one or more Payment Request and Acceptance Certificates, properly executed by the Lessee and approved by Lessor, together with an invoice for the cost of the acquisition of the Equipment. The Acquisition Fund shall terminate upon the occurrence of the earlier of (a) the presentation of a proper Payment Request and Acceptance Certificate designated "Final Acceptance Certificate" properly executed by the Lessee or a properly executed notice by the Lessee that no additional funds will be needed from the Acquisition Fund, or (b) the presentation of written notification by Lessor, or an assignee or subassignee of all of Lessor's interest in this Agreement are purely ministerial or an Agent on their behalf, that an Event of Default or Non-appropriation has occurred with respect to the Lease or that Lessee has terminated the Lease. Upon termination as described in natureclause (a) of this paragraph, any amount remaining in the Acquisition Fund shall be used to prepay the principal component of Rental Payments listed in this Lease, unless otherwise directed by Lessor and Lessee, and the Payment Schedule shall be revised accordingly. Upon termination as described in clause (b) of this paragraph, any amount remaining in the Acquisition Fund shall be immediately paid to Lessor or, pro rata, to any assignee or subassignees of Lessor. The Escrow Agent may resign by giving at least 30 days' written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of a successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by an instrument in writing executed by Lessor and Lessee. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Thereupon such successor Escrow Agent shall, without any further act or deed, be fully vested with all the trusts, powers, rights, duties and obligation as Escrow Agent under this Lease, and the predecessor Escrow Agent shall deliver all moneys and securities held by it under this Lease to such successor Escrow Agent. The Escrow Agent shall incur no liability whatsoever to make any disbursements except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent funds held in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderAcquisition Fund. The Escrow Agent is acting makes no representations or warranties as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is title to any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Equipment or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredperformance of any obligations of Lessor or Lessee. In executing this Lease, the Escrow Agent may refuse agrees to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt be bound by the Escrow Agent provisions of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Section 21.

Escrow Agent. (a) ▇▇▇▇▇▇ and ▇▇▇▇▇ understand and agree that ▇▇▇▇▇▇ Agent is holding the escrow funds as agent and that the funds are not trust funds. Escrow Agent’s Agent undertakes and agrees to perform only such duties as expressly set forth herein. The duty of the Escrow Agent hereunder shall be limited to the safekeeping of the Deposit and the disposition of same in accordance with the provisions of this Agreement. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine. Escrow Agent may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof, has been duly authorized to do so. The Escrow Agent shall have the right, but not the obligation, to require a written statement signed by all parties to this Agreement confirming satisfaction of all conditions precedent to disbursement of funds hereunder and authorizing disbursement of said funds. In the event instructions from either the Buyer or the Seller would require Escrow Agent to expend any monies or to incur any cost, Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. Simultaneously with final disbursement of the escrow funds pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no be released of all liability whatsoever except for its willful misconduct or gross negligence, so long as the and responsibility under this Escrow Agent is acting Agreement. Seller and ▇▇▇▇▇ acknowledge and agree that nothing in good faith. The Parties hereby release the this Agreement shall prohibit Escrow Agent from (1) serving in a similar capacity on behalf of others or (2) acting in the capacity of attorneys for the Buyer in connection with any liability for any error of judgment or for any act done or omitted to be done by the matter. (b) Seller and Buyer acknowledge that Escrow Agent has entered into this Agreement at their specific request and, in the good faith performance of its duties hereunder and do each hereby indemnify the order to induce Escrow Agent againstto accept said escrow, do hereby agree to indemnify and shall hold, save, and defend the hold Escrow Agent harmless fromfrom any loss, any cost and expense, including reasonable attorneys' fees and court costs, liabilitieswhich it may suffer or incur as a result of acting as Escrow Agent under this Agreement except for such losses which Escrow Agent may incur as a result of its gross negligence or willful disregard for the terms of this Agreement. In the event of any dispute as to the disbursement of the Deposit or any claim thereto by any party or persons, Escrow Agent shall have the right to bring a suit in interpleader in the Circuit Court for Nassau County, Florida naming the parties to this Agreement and expenses any other parties as may be appropriate in the opinion of Escrow Agent. The Seller and ▇▇▇▇▇ shall indemnify and hold Escrow Agent harmless from all costs, including attorneys' fees, in connection with such interpleader action. The Escrow Agent shall be entitled to withhold from the Deposit a sum equal to all costs (including attorneys' fees) incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect filing such interpleader action prior to placing the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition balance of the ▇▇▇▇▇▇▇ Money, or, Deposit in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination registry of the rights court. Upon filing of said suit and placing of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery balance of the ▇▇▇▇▇▇▇ Money Deposit in any the registry of the manners herein providedcourt, the Escrow Agent shall have no further liability or obligation hereunder. The the right to withdraw from said suit and all obligations of Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money cease and is holding the same on deposit in accordance with the provisions hereofterminate.

Escrow Agent. The Escrow Agent under this Agreement shall be Beach Abstract and Guaranty Company, or such other person or entity appointed by joint written instructions of Purchaser and Seller (the “Escrow Agent’s duties ”). The Purchaser and Seller shall have the right to remove any then appointed Escrow Agent and appoint a successor by written notice signed by Purchaser and Seller, and in such event the funds held in escrow shall be promptly delivered to such successor Escrow Agent. Any funds delivered to the Escrow Agent pursuant to this Agreement are purely ministerial in nature, and the shall be held by said Escrow Agent in trust and shall incur no liability whatsoever except be deposited in an interest bearing account or certificate of deposit maintained with or issued by a federally insured commercial or savings bank (or other financial institution mutually acceptable to Purchaser and Seller). All interest earned on the Deposit shall be for its willful misconduct or gross negligencethe account of the Purchaser and assigned to Purchaser’s tax identification number, so long unless the Deposit is paid to Seller by reason of Purchaser’s default, as provided herein, in which case all interest earned thereon shall also be paid to Seller in accordance with Section 11 of this Agreement. The execution of this Agreement by the Escrow Agent is acting in good faith. The Parties hereby release solely for purposes of evidencing the acknowledgment by said Escrow Agent from of the receipt by it of the Deposit specified in Section 2 hereinabove and the terms of this Section 15. In the event of any liability for dispute regarding any error of judgment action taken, or for any act done or omitted proposed to be done taken, by the Escrow Agent in with respect to the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless fromDeposit, any costsother funds held by it, liabilitiesor any documents, and expenses incurred agreements and/or property held by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect pursuant to this Agreement (collectively the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered“Escrow”), the Escrow Agent may refuse Agent, in its sole discretion, may: (a) Refuse to make comply with any delivery demands on it and may continue to hold the ▇▇▇▇▇▇▇ Money Escrow until receipt by the Escrow Agent of an authorization in writing, it receives either (i) written notice signed by Purchaser and Seller and Buyerdirecting the disbursement of the Escrow, or (ii) an order of a Court, having proper jurisdiction thereover, directing the disposition disbursement of the ▇▇▇▇▇▇▇ MoneyEscrow; (b) On notice to Seller and Purchaser, ortake such affirmative action as it may deem appropriate to determine its duties as Escrow Agent, in the absence of such written authorizationincluding, but not limited to, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination deposit of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in with a court of competent jurisdiction pending such determination. The Escrow Agent and the commencement of an action for interpleader; or (c) If Purchaser or Seller shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled have commenced litigation with respect to the ▇▇▇▇▇▇▇ MoneyEscrow, deposit the Escrow with the Clerk of the Court in which said litigation is pending. Upon making delivery disbursing the Escrow under the provision of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided(a), (b) or (c) above, the Escrow Agent shall have no further liability obligation with respect to the Escrow. Purchaser, Seller and Escrow Agent acknowledge that the Escrow Agent is acting hereunder as a depository only to the parties, and Purchaser and Seller, jointly and severally, do hereby agree to indemnify and hold harmless the Escrow Agent of and from any and all liabilities, costs, expenses and claims, of any nature whatsoever, by reason of or obligation arising out of any act as Escrow Agent hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct. All parties agree that the Escrow Agent shall not be liable to any party or person for (i) the sufficiency, correctness, genuineness or validity of any instrument deposited with it or any notice or demand given to it or for the form of execution of such instrument, notice or demand, or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act; (ii) acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on behalf of any party in accordance with the provisions hereof has been duly authorized to do so, or (iii) otherwise acting or failing to act under this Section, except in the case of Escrow Agent’s gross negligence or willful misconduct. The Escrow Agent shall execute not be bound by any modification of this Agreement, unless the same is in writing and signed by Purchaser and Seller, and, if the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent’s liability or duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto.

Escrow Agent. Escrow Agent’s Agent will have only those duties pursuant to this Agreement as are specifically and expressly provided herein, which will be deemed purely ministerial in nature, and the no other duties, including but not limited to any fiduciary duty, will be implied. Escrow Agent shall incur has no liability whatsoever except for its willful misconduct or gross negligenceknowledge of, so long as nor any obligation to comply with, the terms and conditions of any other agreement between the Parties, nor will Escrow Agent is acting in good faithbe required to determine if any Party has complied with any other agreement. The Parties hereby release Notwithstanding the terms of any other agreement between the Parties, the terms and conditions of this Agreement will control the actions of Escrow Agent. Escrow Agent from may conclusively rely upon any liability for any error of judgment written notice, document, instruction or for any act done or omitted request delivered by the Parties believed by it to be done genuine and to have been signed by the Escrow Agent in the good faith performance an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of its duties hereunder any kind and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyAgent will be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money will not be liable for any action taken, suffered or as to whom the ▇▇▇▇▇▇▇ Money is omitted to be delivered, taken by it except to the extent that Escrow Agent’s gross negligence or willful misconduct was the cause of any direct loss to either Party. Escrow Agent may refuse to make execute any delivery of its powers and may continue to hold perform any of its duties hereunder directly or through affiliates or agents. In the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The event Escrow Agent shall be reimbursed for all costs and expenses uncertain, or believes there is some ambiguity, as to its duties or rights hereunder or receives instructions, claims or demands from any Party hereto which in Escrow Agent’s judgment conflict with the provisions of such action this Agreement, or proceedingif Escrow Agent receives conflicting instructions from the Parties, including reasonable attorneys’ fees and disbursements, by the Party determined not to Escrow Agent will be entitled either to the ▇▇▇▇▇▇▇ Money(a) refrain from taking any action until it will be given Joint Payment Instructions which eliminate such conflict or by a Court Order or (b) file an action as an interpleader. Upon making delivery of the ▇▇▇▇▇▇▇ Money in Escrow Agent will have no duty to solicit any of the manners herein providedpayments which may be due it, including, without limitation, the Escrow Amount, nor will Escrow Agent shall have no further liability any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. The Anything in this Agreement to the contrary notwithstanding, in no event will Escrow Agent shall execute be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the Escrow Receipt attached hereto in order to confirm that it has received likelihood of such loss or damage and regardless of the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.form of action. ​

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long be entitled to receive such fees as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstset forth on Exhibit A hereto, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and be reimbursed for all reasonable out-of-pocket expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging the performance of its duties and obligations hereunder. All such fees and reimbursements shall be shared equally by Parent and Buyer. (b) The Escrow Agent may resign at any time by giving notice of such resignation to Buyer and Parent specifying a date not earlier than thirty (30) days later, when such resignation is acting as a stakeholder only desired. Parent and Buyer by mutual agreement may at any time and with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether or without cause remove the Escrow Agent is obligated upon at least ten (10) days written notice to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, Escrow Agent. If the Escrow Agent may refuse resigns, is removed or is unable to make any delivery serve or fails to serve as the Escrow Agent, Buyer and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt Parent shall appoint a successor Escrow Agent by mutual agreement. If the Escrow Agent of an authorization in writing, signed by Seller resigns and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Buyer and Parent are unable to agree upon a successor Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after such notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedresignation, the Escrow Agent shall have no further liability or obligation hereunderthe right to petition a court of competent jurisdiction for the appointment of a successor escrow agent. The Escrow Agent shall execute continue to serve until its successor accepts the escrow and receives the Escrow Receipt attached hereto Fund. Any successor Escrow Agent shall execute an instrument accepting the appointment as Escrow Agent hereunder and agreeing to be bound by the provisions of this Agreement. (c) The Escrow Agent undertakes to perform only such duties as are specifically set forth herein and may conclusively rely, and shall be protected in order acting or refraining from acting, on any written notice, instrument or signature believed by it to confirm be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. (d) The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it in good faith to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted by it in good faith and in accordance with advice of counsel (which counsel may be of the Escrow Agent's own choosing), and the Escrow Agent shall not be liable for any mistake of fact or error of judgment or for any acts or omissions of any kind unless caused by its fraudulent or wilful misconduct or gross negligence. (e) The Escrow Agent shall be obligated to perform only such duties as are expressly set forth in this Agreement. No implied covenants or obligations shall be inferred from this Agreement against the Escrow Agent. (f) Buyer and Parent jointly and severally, hereby indemnify and hold harmless the Escrow Agent from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such action, claim or proceeding is the result of the fraudulent or wilful misconduct, gross negligence or bad faith of the Escrow Agent. (g) The Escrow Agent shall not have any right, claim or interest in any portion of the Escrow Fund except in its capacity as Escrow Agent hereunder. (h) The Escrow Agent shall have no responsibility to inquire into or determine the genuineness, authenticity, or sufficiency of any securities, checks, or other documents or instruments submitted to it in connection with its duties hereunder. (i) The Escrow Agent shall be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be authorized to sign such documents or instruments on behalf of the parties hereto, and shall be entitled to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind. (j) The Escrow Agent shall be entitled to refrain from taking any action contemplated by this Agreement in the event that it has received becomes aware of any disagreement between the ▇▇▇▇▇▇▇ Money parties hereto as to any facts or as to the happening of any contemplated event precedent to such action. (k) The Escrow Agent shall have the right, but not the obligation, to consult with counsel of choice and is holding shall not be liable for action taken or omitted to be taken by the same on deposit Escrow Agent either in accordance with the provisions hereofadvice of such counsel or in accordance with any opinion of counsel to the Settlor addressed and delivered to the Escrow Agent. (l) The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. (m) Any banking association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, shall succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Escrow Agent. (a) The Escrow Agent’s duties pursuant to , in its capacity as holder of the Deposit in escrow, joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 2.04. (b) The duties of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be as follows: (1) The Escrow Agent shall hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (2) If this Agreement shall be terminated by the mutual written agreement of Sellers and Buyer, or gross negligence, so long as if the Escrow Agent is acting shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between Sellers and Buyer concerning to whom the Deposit should be paid and delivered, then and in good faith. The Parties hereby release any such event, the Escrow Agent from any liability for any error shall pay and deliver such in accordance with the joint written instructions of judgment or for any act done or omitted to Sellers and Buyer. In the event that such written instructions shall not be done received by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify within ten (10) days after the Escrow Agent againsthas served a written request for instructions upon Sellers and Buyer, and shall hold, save, and defend then the Escrow Agent harmless from, any costs, liabilitiesshall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the state of Florida, and interplead Sellers and Buyer in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. (3) If costs or expenses are incurred by the Escrow Agent in serving its capacity as holder of the Deposit in escrow because of litigation or a dispute between Sellers and Buyer arising out of the holding of the Deposit in escrow, Sellers and Buyer shall each pay the Escrow Agent hereunder one-half of such reasonable costs and in faithfully discharging expenses not to exceed a total of $2,000.00. Except for such costs or expenses, no fee or charge shall be due and payable to the Escrow Agent for its services as escrow holder only. (4) By joining herein, the Escrow Agent undertakes only to perform the duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether imposed upon the Escrow Agent is obligated under the terms of this Agreement and expressly does not undertake to deliver perform any of the ▇▇▇▇▇▇▇ Money other covenants, terms and provisions incumbent upon Sellers and Buyer hereunder. (5) Buyer and Sellers hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for its negligence or as willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to whom under this Agreement; and that in the ▇▇▇▇▇▇▇ Money is to be deliveredevent of any dispute under this Agreement, the Escrow Agent may refuse to make any delivery seek advice from its own legal counsel and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money fully protected in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto action taken by it in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit good faith in accordance with the provisions hereofgood faith opinion of its legal counsel.

Escrow Agent. (a) Escrow Agent’s Agent undertakes to perform only such duties pursuant as are expressly set forth herein. (b) Escrow Agent may rely and shall be protected in acting or refraining from acting upon any notice, instruction or request furnished to this Agreement are purely ministerial it in nature, writing hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. EXHIBIT 10.3 (c) Escrow Agent shall incur no liability whatsoever except not be liable for its willful misconduct or any action taken by it in good faith without gross negligence, so long as the Escrow Agent is acting and may consult with counsel of its own choice and shall have full and complete authorization and protection for any reasonable action taken or suffered by it hereunder in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only accordance with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the written opinion of such counsel. (d) Escrow Agent may refuse to make any delivery resign and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt be discharged from its duties or obligations hereunder by the Escrow Agent of an authorization giving notice in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence writing of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until resignation specifying a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is date (not given, or a proceeding for such determination is not begun, within less than thirty (30) days after notice the giving of such notice) when such resignation shall take effect, and by transferring all certificates representing Shares then held by it pursuant to this Escrow Agreement to the successor escrow agent. Promptly after such notice, Purchaser and Seller shall by mutual agreement appoint a successor escrow agent, such escrow agent to hold the Shares upon the resignation date specified in such notice. If a successor escrow agent is not appointed within thirty (30) days, Escrow Agent of such dispute, shall have the Escrow Agent may bring an appropriate action or proceeding for leave right to deposit the ▇▇▇▇▇▇▇ Money in a petition any court of competent jurisdiction pending such determinationfor the appointment of a successor escrow agent. The Purchaser and Seller may by mutual agreement at any time substitute a new escrow agent by giving fifteen (15) days' notice thereof to Escrow Agent then acting. Escrow Agent shall be reimbursed for all continue to serve until its successor accepts the escrow and receives delivery of the Shares. (e) Purchaser and Seller agree, jointly and severally, to indemnify Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred by it, arising out of or in connection with its entering into this Escrow Agreement and carrying out its duties hereunder, including the costs and expenses of such action defending itself against any claim of liability in the premises, other than as incurred by reason of its willful or proceedingreckless misconduct or bad faith. The provisions of this section shall survive the resignation or removal of Escrow Agent and the termination of this Escrow Agreement. (f) Escrow Agent's duties hereunder may be altered, including reasonable attorneys’ fees amended, modified or revoked only by a writing signed by Purchaser, Seller and disbursements, Escrow Agent. (g) Escrow Agent is hereby expressly authorized to disregard any and all warnings given by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedparties hereto or by any other person or corporation, the excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case Escrow Agent obeys or complies with any such order, judgment or decree, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofbeen entered without jurisdiction.

Escrow Agent. Escrow Agent’s Agent shall hold and dispose of the Deposit in accordance with the terms hereof and any Additional Escrow Instructions. Seller and Buyer agree that the duties pursuant to this Agreement of Escrow Agent hereunder are purely ministerial in naturenature 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 whatsoever except in connection with the safekeeping or disposition of the Deposit for its any reason other than Escrow Agent's willful misconduct or gross negligence, so long as . In the event that Escrow Agent is acting shall be in good faith. The Parties hereby release doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Deposit, Escrow Agent is obligated to deliver shall not disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery Deposit and may shall continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by both Buyer and Seller and Buyer, directing the agree as to its disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization judgment is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in entered by a court of competent jurisdiction pending such determination. The directing its disposition, or Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by interplead the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Deposit in accordance with the provisions hereoflaws of the state in which the Properties are located. Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit (in accordance with the terms hereof and any Additional Escrow Instructions) prior to the date interest is posted thereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited.

Escrow Agent. Escrow Agent’s duties pursuant Agent has agreed to this Agreement are purely ministerial in nature, and act as such for the convenience of the parties. Escrow Agent shall incur no liability whatsoever not be liable for any act or omission to act except for its own gross negligence or willful misconduct or gross negligence, so long as the misconduct. Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from shall be entitled to rely on any liability for any error of judgment document or for any act done or omitted to be done paper received by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstit, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred believed by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyAgent, in good faith, to be bona fide and genuine. If there is In the event of any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyEscrow Deposit, orEscrow Agent shall give written notice to all parties advising that, in the absence of such written authorizationinstructions signed by both Purchaser and Seller received within the next ten (10) business days, Escrow Agent shall interplead the Escrow Agent may hold Deposit by filing an interpleader action in the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending in Broward County, Florida (the “Court”) (to the jurisdiction of which both parties do hereby consent). If Escrow Agent receives the aforesaid written instructions from Purchaser and Seller, it shall continue to hold the Escrow Deposit pursuant to such determinationwritten instructions. The If Escrow Agent does not receive the aforesaid written instructions, it shall deliver into the registry of the Court the Escrow Deposit, including all interest earned thereon, whereupon Escrow Agent shall be reimbursed for all costs relieved and expenses released from any further liability as Escrow Agent hereunder. Seller and Purchaser acknowledge and agree that Escrow Agent is the law firm representing Purchaser with regard to this Agreement and the transaction which is the subject hereof, and hereby waive any claim against Escrow Agent based upon a conflict of interest as a result of Escrow Agent serving in such action or proceedingdual capacities, including reasonable attorneys’ fees excluding only actions by Escrow Agent constituting knowing and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyintentional misconduct. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Seller further agrees that Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute be permitted to represent Purchaser in all aspects of this Agreement and the subject transaction, including, without limitation, any dispute with respect to the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofDeposit.

Escrow Agent. (a) If the sum paid under Section 2.01 or any other sums paid on account of the Purchase Price prior to the Closing (collectively, "Downpayment") are paid by check or checks drawn to the order of and delivered to the escrow agent designated in SCHEDULE C ("Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided"), the Escrow Agent shall have no further liability hold the proceeds thereof in escrow in a special bank account (or obligation hereunder. The as otherwise agreed in writing by Seller, Purchaser and Escrow Agent Agent) until the Closing or sooner termination of this contract and shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit pay over or apply such proceeds in accordance with the terms of this section. Escrow Agent need not hold such proceeds in an interest-bearing account, but if any interest is earned thereon, such interest shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. The tax identification numbers of the parties are either set forth in SCHEDULE C or shall be furnished to Escrow Agent upon request. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrow Agent to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice, Escrow Agent is hereby authorized too make such payment. If Escrow Agent does receive such written objection within such 10 day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this contract or a final judgment of a court. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the country in which the Land is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. (b) The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this contract or involving gross negligence on the part of Escrow Agent. (c) Escrow Agent has acknowledged agreement to these provisions hereofby signing in the place indicated on the signature page of this contract.

Escrow Agent. The parties hereto covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any loss, costs or damage which it may incur in the capacity of Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, except for any loss, costs or damage arising out if its default or negligence. Buyer and Seller shall indemnify the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as and hold the Escrow Agent is acting in good faith. The Parties hereby release harmless from all damage, costs, claims and expenses arising from performance of its duties as Escrow Agent including reasonable attorney’s fees, except for those damages, costs, claims and expenses resulting from the negligence or willful misconduct of the Escrow Agent. Accordingly, Escrow Agent from shall not incur any liability for with respect to (i) any error of judgment or for any act done action taken or omitted to be done by the Escrow Agent taken in the good faith performance upon advice of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only counsel given with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute questions relating to duties and responsibilities, or (ii) to any action taken or omitted to be taken in reliance upon any documents, including any written notice of instruction provided for in this Agreement, not only as to whether its execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is shall in good faith believe to be deliveredgenuine, to be signed or presented by a proper person or persons and to conform with the provisions of this Agreement. The Seller and/or Buyer are aware the Federal Deposit Insurance Corporation (FDIC) coverage’s applied to a maximum amount of $250,000.00 per depositor (as may be modified by the FDIC from time to time). Further, the Seller and/or Buyer do not and will not hold Escrow Agent liable for any loss occurring which arises from bank failure or error, insolvency or suspension, or a situation or event which falls under the FDIC coverage’s. In the event any party to the transaction underlying this Agreement shall tender any performance after the time when such performance was due, Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition proceed under this Agreement unless one of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice parties to this Agreement shall give to the Escrow Agent written direction to stop further performance of the Escrow Agent’s functions hereunder. In the event written notice of default or dispute is given to the Escrow Agent by any party, or if Escrow Agent receives contrary written instructions from any party, then Escrow Agent will promptly notify all other parties of such notice. Thereafter, Escrow Agent will decline to disburse funds or to deliver any instrument or otherwise continue to perform its escrow functions, except upon receipt of a mutual written agreement of the parties or upon an appropriate order of court. In the event of a dispute, the Escrow Agent may bring an appropriate action or proceeding for leave is authorized to deposit the ▇▇▇▇▇▇▇ Money in escrow into a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled a determination as to the ▇▇▇▇▇▇▇ Moneyproper disposition of said funds. Upon making delivery of In the ▇▇▇▇▇▇▇ Money event that the funds are deposited in any of the manners herein providedcourt, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute be entitled to file a claim in the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money proceeding for its costs and is holding the same on deposit in accordance with the provisions hereofcounsel fees, if any.

Escrow Agent. By his signature below, the Escrow Agent receiving funds or the equivalent is authorized and 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 's duties pursuant or liabilities under the provisions of this Agreement, the Escrow Agent may, at the Escrow Agent's option, either: (i) continue to this Agreement are purely ministerial in naturehold the subject matter of the escrow until the parties mutually agree to its disbursement or until a judgment of a court of competent jurisdiction shall determine the rights of the parties; or (ii) the Escrow Agent may interplead the Deposit(s) into the registry of the clerk of the circuit court of Manatee County, and Florida. Upon notifying all parties concerned of such action, the Escrow Agent shall incur no be released from any further or continuing liability whatsoever except for its willful misconduct or gross negligencewith respect to the disposition of such Deposit(s). In such event only, so long as the Escrow Agent is acting 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 Court. Furthermore, Escrow Agent shall not be precluded from representing Buyer in good faith. The Parties hereby release an action relating to the Deposit or arising out of this Agreement solely by virtue of having the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderAgent. The Escrow Agent is acting as a stakeholder only shall exercise ordinary care with respect to the ▇▇▇▇▇▇▇ Money. If there is custody and delivery of the Deposit(s) and any dispute as to whether other duties of the Escrow Agent under this Agreement. The Escrow Agent will not be liable for any act or omission that is obligated undertaken in good faith and with ordinary care unless due to deliver the ▇▇▇▇▇▇▇ Money Escrow Agent's gross negligence, willful misconduct or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredintentional acts. Without limitation, the Escrow Agent may refuse to make assume without verification the genuineness of any delivery ignatures on any writings that are regular on their face and may continue to hold maintain the ▇▇▇▇▇▇▇ Money until receipt Deposit(s) in a federally insured, commingled trust account. The Escrow Agent will not be liable for any act, omission, or failure of the depository institution unless specifically authorized or directed by the Escrow Agent Agent. No provision of an authorization in writingthis Agreement by itself authorizes recovery of monetary damages, signed by Seller and Buyercosts, directing the disposition of the ▇▇▇▇▇▇▇ Moneyexpenses, or, in the absence of such written authorization, or attorneys' fees from or against the Escrow Agent. The Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until will have a final determination reasonable period of the rights 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 the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice collection with respect to any instrument payable to the Escrow Agent is to present such instrument promptly for payment and to advise the parties promptly if it is not then collected in the ordinary course of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofbanking business.

Escrow Agent. On or prior to the date of the execution of this Agreement, the parties hereto shall deposit with Lawyers Title Insurance Corporation ("Escrow Agent’s duties ") all documents and moneys necessary to comply with their obligations under this Agreement. Escrow Agent shall not cause the delivery of the Operative Documents unless and until it has received written instructions from FFCA, Mortgagee, PAC and Precision Holdings to do so. FFCA, Mortgagee, PAC and Precision Holdings hereby engage Escrow Agent to act as escrow agent in connection with the documents to be delivered pursuant to this Agreement are purely ministerial in natureAgreement. FFCA, Mortgagee, PAC and the Precision Holdings will deliver to Escrow Agent shall incur no liability whatsoever except all documents, pay to Escrow Agent all sums and do or cause to be done all other things necessary or required by this Agreement, in the reasonable judgment of Escrow Agent, to enable Escrow Agent to comply herewith and to enable any title insurance policy and/or endorsements provided for its willful misconduct or gross negligence, so long as the herein to be issued. Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orauthorized, in the absence of such written authorizationevent any conflicting demand is made upon it concerning these instructions or the escrow, the Escrow Agent may at its election, to hold the ▇▇▇▇▇▇▇ Money any documents and/or funds deposited hereunder until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money shall be brought in a court of competent jurisdiction pending to determine the rights of FFCA, Mortgagee, PAC and Precision Holdings or to interplead such determinationdocuments and/or funds in an action brought in any such court. The Deposit by Escrow Agent of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Escrow Agent of all further liability and responsibility for such documents and funds. Escrow Agent's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be deemed to constitute conclusive evidence of Escrow Agent's agreement to be bound by the terms and conditions of this Agreement pertaining to Escrow Agent. Disbursement of any funds shall be made by check, certified check or wire transfer, as directed by FFCA, Mortgagee, PAC and Precision Holdings. Escrow Agent shall be reimbursed for all costs under no obligation to disburse any funds represented by check or draft, and expenses of such action no check or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not draft shall be payment to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money Escrow Agent in compliance with any of the manners herein providedrequirements hereof, until it is advised by the bank in which such check or draft is deposited that such check or draft has been honored. Escrow Agent shall have no further is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Properties, concerning the amount of such charge or assessment or the amount secured by such lien without liability or obligation hereunder. The Escrow Agent shall execute responsibility for the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofaccuracy of such statement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs obligated, and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability the right hereunder to make demands, to give notices, to exercise or obligation hereunderrefrain from existing any rights, and to take or refrain from taking action solely in accordance with this Agreement. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit may not resign, or be removed, except in accordance with the Escrow Agreement dated as of March 31, 1999, between the Seller and the Escrow Agent. Upon the acceptance of any appointment as a Escrow Agent by a successor Escrow Agent by execution of an instrument accepting the same and all obligations of a Escrow Agent hereunder, that successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Escrow Agent under this Agreement, and the predecessor Escrow Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any predecessor Escrow Agent's resignation or removal, the provisions hereofof this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Escrow Agent. Upon its resignation, any Escrow Agent shall be entitled to payment by the Seller of all reasonable expenses incurred by it in acting as Escrow Agent hereunder. The Seller agrees to execute and deliver to any successor Escrow Agent appointed hereunder all such documents as may be necessary to preserve and protect the rights of the Buyer. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated or converted, or to which substantially all of its corporate trust business may be transferred, shall automatically succeed to all of the rights and obligations of its predecessor and shall become the Escrow Agent hereunder without further action on the part of any of the parties hereto.

Escrow Agent. 16.1 The Downpayment shall be held, paid over and/or applied by Escrow Agent in accordance with the following; (a) If this Agreement shall be terminated by Purchaser prior to the expiration of the Due Diligence Period, then the Downpayment, and any interest thereon, shall automatically be paid to Purchaser, without any further notice or authorization. At the Closing, the Downpayment, and any interest thereon, shall automatically be paid by Escrow Agent to Seller, without any further notice or authorization. (b) In instances other than those described in Section 16.1(a) above, the following shall apply: if either Seller or Purchaser (the “Requesting Party”) has a good faith belief that it is entitled to the Downpayment pursuant to the terms of this Agreement, then the Requesting Party may submit to Escrow Agent a written request for disbursement of the Downpayment, which request shall in all cases be accompanied by a good faith written explanation as to why the Requesting Party believes it is entitled to the Downpayment pursuant to the terms of this Agreement. The Requesting Party, simultaneously with its submission of such written request to the Escrow Agent, shall deliver a copy of such request and explanation to the other party (the “Non-Requesting Party”). Moreover, within two (2) business days after Escrow Agent’s duties pursuant receipt of such request and explanation from the Requesting Party, Escrow Agent shall deliver a copy of the same to this Agreement are purely ministerial in naturethe Non-Requesting Party. If, within five (5) business days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party fails to dispute the entitlement of the Requesting Party to the Downpayment, then the Escrow Agent may disburse the Downpayment to the Requesting Party. However, if, within five (5) business days after the Non-Requesting Party’s receipt of such request and explanation from the Escrow Agent, the Non-Requesting Party notifies Escrow Agent and the Requesting Party that (in substance) the Non-Requesting Party disputes the entitlement of the Requesting Party to the Downpayment, then Escrow Agent shall incur no liability whatsoever except continue to hold the Downpayment until otherwise directed by joint written instructions from Seller and Purchaser or a final judgment of a court having jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Downpayment with the clerk of any federal or state court sitting in the City of New York. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. All notices and deliveries under this Section must be made in accordance with Article 17 below. (c) The parties acknowledge that Escrow Agent (i) is acting solely as a stakeholder at their request and for their convenience, (ii) shall not be deemed to be the agent of either of the parties and (iii) shall not be liable to either of the parties for any act or omission on its part unless caused by Escrow Agent’s willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Seller and do each hereby Purchaser shall jointly and severally indemnify the Escrow Agent against, and shall hold, save, and defend the hold Escrow Agent harmless from, any from and against all costs, liabilities, claims and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingexpenses, including reasonable attorneys’ fees and disbursements, incurred in connection with the performance of Escrow Agent’s duties hereunder, unless caused by Escrow Agent’s willful misconduct or gross negligence. Escrow Agent shall not be liable for any losses suffered in connection with any such investment (except to the Party determined not extent of Escrow Agent’s gross negligence or willful misconduct) and shall have no obligation to obtain the best, or otherwise seek to maximize, the rate of interest earned on any such investment. Escrow Agent shall be entitled to rely or act upon any notice, instrument or document believed by Escrow Agent to be genuine and to be executed and delivered by the ▇▇▇▇▇▇▇ Money. Upon making delivery proper person, and shall have no obligation to verify any statements contained in any notice, instrument or document or the accuracy or due authorization of the ▇▇▇▇▇▇▇ Money in execution of any of the manners herein providednotice, the instrument or document. Escrow Agent shall not be bound by any modification to this Section 16.1 unless Escrow Agent shall have no further liability or obligation hereunderagreed to such modification in writing. The Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability for the performance or non-performance of Purchaser or Seller hereunder to either of them. Any fees or charges in connection with such investment shall execute be paid out of the Escrow Receipt attached hereto amounts held in order escrow before any other payments shall be required to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofbe made from such amounts.

Escrow Agent. (a) The Escrow Agent shall be entitled to reimbursement for all reasonable fees, expenses, disbursements and advances incurred or made by it in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel) as set forth on Exhibit A attached hereto and incorporated herein by reference. Such reimbursement for fees, expenses, disbursements and advances shall be paid by the Company. (b) The Escrow Agent’s duties pursuant and responsibilities shall be limited to those expressly set forth in this Agreement are purely ministerial in natureEscrow Agreement, and the Escrow Agent shall incur no not be subject to, or obligated to recognize, any other agreement between any or all of the parties or any other persons, including, without limitation, the Merger Agreement, unless such provision is specifically referenced herein. The Escrow Agent shall not be liable for any damages or have any obligations other than the duties prescribed herein in carrying out or executing the purposes and intent of this Escrow Agreement; provided, however, that nothing herein contained shall relieve the Escrow Agent from liability whatsoever except for arising out of its own willful misconduct or gross negligence, so long as the . The Escrow Agent’s duties and obligations under this Escrow Agreement shall be entirely administrative and not discretionary. The Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from shall not be liable to any liability for party hereto or to any error third party as a result of judgment any action or for any act done omission taken or omitted to be done made by the Escrow Agent in the good faith performance through the exercise of its duties hereunder own best judgment. Consonus, STI and do each hereby indemnify the Company shall jointly and severally indemnify, hold harmless and reimburse the Escrow Agent againstand each of its officers, directors, agents from, against and shall holdfor any and all liabilities, savecosts, fees and defend expenses (including reasonable attorneys’ fees) the Escrow Agent harmless frommay suffer or incur by reason of its execution and performance of this Escrow Agreement, except for any such liabilities, costs, liabilities, fees and expenses incurred by resulting from the Escrow Agent in serving as Agent’s own willful misconduct or gross negligence. In the event any legal questions arise concerning the Escrow Agent hereunder and in faithfully discharging its Agent’s duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse consult its counsel and rely without liability upon written opinions given to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt it by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationcounsel. The Escrow Agent shall be reimbursed protected in acting upon any written notice, request, waiver, consent, authorization or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, and the Escrow Agent shall be fully protected with respect to any action taken or omitted pursuant to the advice of legal counsel. (c) The Escrow Agent shall not be responsible or liable for all costs and expenses the sufficiency or accuracy of the form, execution, validity or genuineness of documents, instruments or securities now or hereafter deposited in escrow pursuant to this Escrow Agreement. (d) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the STI Escrow Fund, without determination by the Escrow Agent of such action court’s jurisdiction in the matter. If any portion of the STI Escrow Fund is at any time attached, garnished or proceedinglevied upon under any court order, including reasonable attorneys’ fees and disbursementsor in case the payment, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making assignment, transfer, conveyance or delivery of the ▇▇▇▇▇▇▇ Money any such payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of the manners herein providedsuch event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall have no further liability not be liable to any of the parties hereto or obligation hereunder. to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent shall may execute the any of its duties under this Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Agreement by and is holding the same on deposit in accordance with the provisions hereofthrough employees, agents, and attorneys-in-fact.

Escrow Agent. The following terms shall only apply with respect to the service of H&K as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the terms of the Fidelity Escrow Agreement shall instead apply with respect to the service of Fidelity as Escrow Agent. (a) Escrow Agent agrees to hold, keep and deliver the Deposits and all other sums that may be delivered to Escrow Agent as provided herein, in accordance with the terms and provisions of this Agreement. Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencebe liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, so long as the it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible (a) to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties under this Agreement, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency, or suspension of a financial institution, unless Escrow Agent fails to move such funds to another financial institution in accordance with joint written instructions from Seller and Purchaser to Escrow Agent; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with such time limit; or (e) for the default, error, action, or omission of either Seller or Purchaser. Escrow Agent shall be entitled to rely, in good faith, on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. The Parties hereby release H&K is counsel for Purchaser and shall not be disqualified from representing Purchaser in connection with any litigation which may arise out of or in connection with this Agreement merely by virtue of the fact H&K has agreed to temporarily act as Escrow Agent under and as set forth in this Agreement. (b) In the event of any dispute as to the disposition of any monies held in escrow, the Escrow Agent shall give written notice to Purchaser and Seller advising them that, in the absence of written instructions signed by both Purchaser and Seller received within the next ten (10) days, Escrow Agent may interplead the funds by filing an interpleader action in the Circuit Court in and for Palm Beach County, Florida (to the jurisdiction of which both parties consent) or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds. If Escrow Agent receives joint written instructions from Purchaser and Seller, Escrow Agent shall continue to hold or shall disburse the funds as directed in the written instructions. If Escrow Agent does not receive joint written instructions from Purchaser and Seller, Escrow may pay into the registry of the court the monies held in escrow or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds, whereupon Escrow Agent shall be released from any further liability as Escrow Agent under this Agreement. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any liability for and all costs, damages and expenses, including reasonable attorneys’ fees (including the value of time spent in connection with any error such proceedings on behalf of judgment Escrow Agent by attorneys, paralegals, and legal assistants affiliated with Escrow Agent, computed in accordance with Escrow Agent’s prevailing hourly rates), that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or for any act done or omitted to be done by willful malfeasance on the part of the Escrow Agent Agent. The non-prevailing party in any litigation shall be primarily liable for the good faith performance amounts owed to or on behalf of its duties hereunder and do each hereby indemnify the Escrow Agent againstunder this Section. The prevailing party, however, shall remain jointly and shall hold, save, and defend the severally liable to Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇for such amounts if ▇▇▇▇▇▇ Money. If there is any dispute as to whether Agent does not receive reimbursement for them from the non-prevailing party. (c) Upon the filing of a written demand for the Deposits by Seller or Purchaser, Escrow Agent is obligated shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposits, by giving notice of such objection to Escrow Agent at any time within five (5) Business Days after such party’s receipt of notice from Escrow Agent, but not thereafter. Failure to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is such objection notice within such period shall be deemed to be delivereda waiver of such party’s right to object to Escrow Agent’s compliance with such demand. Such objection notice shall set forth the basis for objecting to the delivery of the Deposits. Upon receipt of such notice of objection, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence shall promptly give a copy of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent party who filed the written demand. The foregoing five (5) Business Day period does not constitute a cure period in which either Seller or Purchaser, as the case may be, shall be required to accept tender of such disputecure of any default under this Agreement. Notwithstanding anything contained in this Section to the contrary, the Escrow Agent may bring an appropriate action procedure provided above for a party to object to the delivery of the Deposits to the other party shall not apply in the case of Purchaser timely electing to terminate this Agreement pursuant to the terms of Sections 3.1, 3.2, or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money 3.3, and rather in a court of competent jurisdiction pending each such determination. The events Escrow Agent shall be reimbursed immediately deliver the Deposits as expressly provided for all costs and expenses under such Sections upon Purchaser’s exercise of such action or proceeding, including reasonable attorneys’ fees and disbursements, by termination rights without the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery requirement of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the prior notice from Escrow Agent shall have no further liability to any party or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofany other process.

Escrow Agent. The Escrow Agent’s duties pursuant Agent shall be entitled to this Agreement are purely ministerial fees for its services hereunder as set forth in natureSchedule B hereto and shall be reimbursed for all reasonable expenses, disbursements, and advances incurred or made by the Escrow Agent in performance of its duties hereunder, which compensation and expenses shall be paid solely by the Buyer and shall not be paid from the Escrow Cash. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Sellers Representative and the Buyer specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Upon such notice the Buyer and the Sellers Representative shall appoint a new Escrow Agent who shall replace the resigning Escrow Agent hereunder upon the resignation date specified in such notice. If the Buyer and the Sellers Representative are unable to agree upon a successor escrow agent within 30 days after such notice, the Escrow Agent shall incur no liability whatsoever except for be entitled to appoint its willful misconduct or gross negligence, so long as successor. The Sellers Representative and the Buyer shall have the right at any time upon their mutual consent to substitute a new Escrow Agent by giving notice thereof to the Escrow Agent is then acting. The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument, request, consent, certificate, document, letter, telegram, order, resolution or signature believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in good faith. The Parties hereby release , or if taken or omitted to be taken in accordance with advice of counsel (which counsel may be of the Escrow Agent from any liability Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any act done acts or omitted omissions of any kind except for its own fraud, willful misconduct or gross negligence. The Buyer and the Sellers agree to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstand hold it harmless against any and all losses, liabilities or expenses (including reasonable attorneys' fees and shall holdexpenses) incurred by it hereunder as a consequence of such party's action, save, and defend the Escrow Agent harmless from, except in any costs, liabilities, and expenses case for liabilities incurred by the Escrow Agent in serving as resulting from its own fraud, willful misconduct or gross negligence. In the event that the Escrow Agent hereunder and shall become involved in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only any arbitration or litigation with respect regard to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether Escrow Fund, the Escrow Agent is obligated authorized to deliver the ▇▇▇▇▇▇▇ Money comply with any decision reached through such arbitration or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoflitigation.

Escrow Agent. 19.1 Escrow Agent shall hold the proceeds of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing Date or sooner termination of this Agreement and shall pay over or apply such proceeds in accordance with the terms of this Article 19. Escrow Agent shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. Seller and Purchaser shall each provide a form W-9 to Escrow Agent concurrently with or prior to the Effective Date. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrow Agent to Seller. 19.2 If any party makes a written demand upon Escrow Agent for payment of the proceeds of the Deposit, then Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from the other parties to the proposed payment within ten (10) Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10)-Business Day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that Seller shall have no obligation to challenge the release of the Deposit to Purchaser in the event Purchaser terminates the entire Agreement prior to the Due Diligence Date in accordance with the terms hereof. 19.3 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to any of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable, out-of-pocket attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties pursuant hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, and in willful disregard of this Agreement are purely ministerial in nature, and or involving gross negligence on the part of Escrow Agent. 19.4 Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur no any liability whatsoever except for its willful misconduct in acting upon any signature, notice, request, waiver, consent, receipt or gross negligence, so long as the other instrument or document believed in good faith by Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any Person purporting to make give it any delivery and may continue notice on behalf of any party in accordance with the provisions hereof has been duly authorized to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingdo so. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto enforceability of any specification or certification made in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofany certificate or notice.

Escrow Agent. Escrow Agent agrees to accept, hold and disburse the Deposit in accordance with the terms and conditions of this Agreement. In the event of doubt as to Escrow Agent’s 's duties pursuant to or liabilities under this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except for may, in its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may sole discretion: (a) continue to hold the ▇▇▇▇▇▇▇ Money subject matter of this escrow until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing parties mutually agree to the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money disbursement thereof or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending determines the rights of the parties therein; or (b) deposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such determination. The action, all liability on the part of Escrow Agent shall be reimbursed will fully terminate except to the extent of an accounting for all costs items theretofore delivered out of escrow. In the event of any legal action involving Buyer and expenses Seller wherein Escrow Agent is made a party by virtue of such acting as Escrow Agent hereunder, or in the event of the commencement of any legal action or proceedingwherein Escrow Agent interpleads the subject matter of this escrow, including reasonable attorneys’ fees and disbursements, by the Party determined not to Escrow Agent will be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money in any of prevailing party and deducted from the manners herein provided, funds interpleaded. Buyer and Seller agree that the Escrow Agent shall have no further liability will not be liable to any party or obligation hereunder. The person whatsoever for misdelivery of the Deposit, unless such misdelivery is due to the willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent shall execute be liable for any action taken by it, unless taken or suffered in willful disregard of its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or any other matter related to the Property, Escrow Receipt attached hereto Agent may continue to represent Buyer in order connection with such dispute, including negotiations, arbitration, mediation and litigation, so long as Escrow Agent first delivers the Deposit to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding Clerk of Circuit Court of Orange County, Florida in the same on deposit manner previously contemplated in accordance with the provisions hereofthis ss.18.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for hereby accepts its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving designation as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until acknowledges receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may and agrees to hold and disburse the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties as herein provided. Escrow Agent shall not be liable for any acts taken in an appropriate judicial proceeding. If such written authorization is not givengood faith, shall only be liable for its willful default or action, or gross negligence, and may, in its sole discretion, rely in good faith upon the written notices, communications, orders or instructions given by any party hereto. In the event of a proceeding for such determination is not begun, within thirty (30) days after notice to dispute between Purchaser and Seller under this Agreement sufficient in the discretion of Escrow Agent of such disputeto justify its doing so, the Escrow Agent may bring an appropriate action shall be entitled to tender into the registry or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a custody of any court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money, and all other money or property in its hands under the terms of this Agreement, together with the institution of such legal proceedings as it deems appropriate, and thereupon be discharged from all further duties under this Agreement. Upon making delivery of Except for failure to collect the ▇▇▇▇▇▇▇ Money Money, Seller and Purchaser hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be incurred by Escrow Agent in connection with its acceptance of this appointment as Escrow Agent or the performance of its duties hereunder, including, without limitation, any of litigation arising from this Agreement or involving the manners herein subject matter hereof; provided, however, that if the matter in question arises from the negligence or willful act of Escrow Agent, then Escrow Agent shall have no further liability or obligation hereunderbear all such losses, claims, damages and expenses. The In the event Escrow Agent shall execute places in the Escrow Receipt attached hereto in order to confirm that it has received registry or custody of any court of competent jurisdiction the ▇▇▇▇▇▇▇ Money Money, it shall request that said funds be placed in an interest bearing account for the benefit of the party entitled thereto, and is holding such interest will be paid to the same on deposit in accordance with party entitled to receive the provisions hereof▇▇▇▇▇▇▇ Money.

Escrow Agent. 7.1 In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 7.2 The Company agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent’s duties , its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement are purely ministerial or anything in natureany manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof; provided that the Company shall not be obligated to save, defend and keep harmless and fully indemnify the Escrow Agent shall incur no liability whatsoever except for its against any loss, costs, charges, suits, demands, claims, damages or expenses arising out of the gross negligence or willful misconduct of the Escrow Agent. 7.3 In case proceedings should hereafter be taken in any court respecting the Shares, the Certificates or gross negligencethe Stock Powers, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 7.2 against its costs of such proceedings. 7.4 The Escrow Agent will have no responsibility in respect of loss of the Certificates and the Stock Powers except the duty to exercise such care in the safekeeping thereof as it would exercise if the Certificates and the Stock Powers belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel. 7.5 The Escrow Agent will not be bound in any way by any contract between the other Parties whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Certificates and the Stock Powers as herein directed and to deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Certificates or the Stock Powers or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so long execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is acting in good faith. The concerned that the said documents are deposited with it as herein specified by the Parties hereby release with the Escrow Agent. 7.6 In the event that the any of Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent from will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any liability for any error provision of judgment or for any act done or omitted this Agreement to be done by the contrary. If the Escrow Agent in obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the good faith performance Parties or to any other person by reason of its duties hereunder and do each hereby indemnify the Escrow Agent againstsuch compliance, and shall holdnotwithstanding that such writs, saveorders, and defend the Escrow Agent harmless fromjudgments or decrees may be subsequently reversed, any costsmodified, liabilitiesannulled, and expenses incurred by the Escrow Agent in serving set aside or vacated. 7.7 Except as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether herein otherwise provided, the Escrow Agent is obligated authorized and directed to deliver disregard any and all notices and warnings which may be given to it by any of the ▇▇▇▇▇▇▇ Money Parties or as by any other person, firm, association or corporation. It will, however obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to whom comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the ▇▇▇▇▇▇▇ Money is Parties or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be deliveredreversed, modified, annulled, set aside or vacated. 7.8 If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Certificates and the Stock Powers until receipt the lawful determination of the issue between the Parties. 7.9 If written notice of protest is made by any of the Securityholder and/or the Company to the Escrow Agent to any action contemplated by the Escrow Agent of an authorization in writingunder this Agreement, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationnotice sets out reasons for such protest, the Escrow Agent may at its sole discretion continue to hold the ▇▇▇▇▇▇▇ Money Certificates and the Stock Powers until the right to the documents is legally determined by a final determination court of competent jurisdiction or otherwise. 7.10 The Escrow Agent may resign as Escrow Agent by giving not less than five days’ notice thereof to the rights of Securityholder and the Parties in an appropriate judicial proceedingCompany. If such written authorization is The Securityholder and the Company may terminate the Escrow Agent by giving not given, or a proceeding for such determination is not begun, within thirty (30) days after less than five days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five days after the date of receipt of the termination notice given hereunder or on such disputeother date as the Escrow Agent, the Securityholder and the Company may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five days’ notice period deliver the Certificates and the Stock Powers to the new escrow agent to be named by the Securityholder and the Company. 7.11 The Escrow Agent may act upon any written instructions given jointly by the Securityholder and the Company. 7.12 Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Securityholder and/or the Company, this Agreement or any matters arising thereto, the Escrow Agent may bring in its sole discretion deliver and interplead the Certificates and the Stock Powers into court and such delivery and interpleading will be an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled effective discharge to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. (a) The Escrow Agent’s Agent undertakes to perform only such duties pursuant as are expressly set forth herein. (b) The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any notice, instruction or request furnished to this Agreement are purely ministerial it in nature, writing hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (c) The Escrow Agent shall incur no liability whatsoever except not be liable for its willful misconduct or any action taken by it in good faith without gross negligence, so long as the Escrow Agent is acting and may consult with counsel of its own choice and shall have full and complete authorization and protection for any reasonable action taken or suffered by it hereunder in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. accordance with the written opinion of such counsel. (d) The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money may resign and be discharged from its duties or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt obligations hereunder by the Escrow Agent of an authorization giving notice in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence writing of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until resignation specifying a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is date (not given, or a proceeding for such determination is not begun, within less than thirty (30) days after notice the giving of such notice) when such resignation shall take effect, and by transferring all funds then held by it pursuant to this Agreement to the Escrow Agent of successor escrow agent. Promptly after such disputenotice, Generex and the Investor shall by mutual agreement appoint a successor escrow agent, such escrow agent to hold the Escrow Agent may bring an appropriate action or proceeding for leave to deposit Amount and the ▇▇▇▇▇▇▇ Money Escrowed Securities upon the resignation date specified in such notice. If a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined successor escrow agent is not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedappointed within thirty (30) days, the Escrow Agent shall have no further liability or obligation hereunderthe right to petition any court of competent jurisdiction for the appointment of a successor escrow agent. Generex and the Investor may by mutual agreement at any time substitute a new escrow agent by giving fifteen (15) days' notice thereof to the Escrow Agent then acting. The Escrow Agent shall execute continue to serve until its successor accepts the escrow and receives delivery of the Escrow Receipt attached Amount and the Escrowed Securities. (e) Generex and the Investor agree, jointly and severally, to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred by it, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises, other than as incurred by reason of its willful or reckless misconduct or bad faith. The provisions of this section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (f) The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by Generex, Investor and the Escrow Agent. (g) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money or by any other person or corporation, excepting only orders or process of courts of law and is holding hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the same Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (h) The Escrow Agent has acted as legal counsel for Generex, and may continue to act as legal counsel for Generex , from time to time, notwithstanding its duties as the Escrow Agent hereunder. Investor consents to the Escrow Agent acting in such capacity as legal counsel for Generex and waives any claim that such representation represents a conflict of interest on deposit the part of the Escrow Agent. The Investor understands that Generex and the Escrow Agent are relying explicitly on the foregoing provision in accordance with entering into this Escrow Agreement. Notwithstanding the provisions hereofforegoing, Escrow Agent shall not represent Generex in any proceeding resulting from Escrow Agent's payment of the Escrow Amount into court as contemplated in paragraph 5(d).

Escrow Agent. Escrow Agent shall hold all deposits or other sums delivered in escrow in connection with this Agreement (collectively the “Escrow Funds”), if any are delivered, in an ▇▇▇▇ account and shall not be liable to anyone for any damages, loss or expense incurred as a result of any act or omission of Escrow Agent, unless such damage, loss or expense is caused by Escrow Agent’s duties pursuant to this Agreement are purely ministerial in naturewillful misconduct, gross negligence, or fraud. Accordingly, and without limiting the foregoing, Escrow Agent shall not incur no any such liability whatsoever except for its willful misconduct with respect to: (i) any action taken or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from omitted; or (ii) any liability for any error of judgment or for any act done action taken or omitted in reasonable reliance upon any instrument, including any written notice or instruction provided for herein, not only as to be done its due execution by the Escrow Agent in the good faith performance of its duties hereunder an authorized person and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇validity and effectiveness of such instrument, but also as to the truth and accuracy of any information contained therein. Should any issue or dispute arise, ▇▇▇▇▇▇ Money. If there is Agent shall have no liability to any dispute as to whether Party hereto for retaining dominion and control over the Escrow Agent Funds until such issue is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition resolved by: (i) mutual agreement of the ▇▇▇▇▇▇▇ MoneyParties; or (ii) final order, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, decree or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in judgment by a court of competent jurisdiction pending jurisdiction. In no event shall Escrow Agent be under any duty whatsoever to institute or defend such determinationproceeding. The Parties agree, jointly and severally, to indemnify and hold harmless Escrow Agent shall be reimbursed for from and against any and all costs costs, loss, damage, disbursement, liability, and expenses of such action or proceedingexpense, including reasonable attorneys’ fees and costs, which may be imposed upon or incurred by Escrow Agent hereunder, or in connection with the performance of its duties hereunder, including any litigation arising out of this escrow, or involving the subject matter hereof, except only costs, losses, claims, damages, disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery liabilities and expenses arising out of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, Escrow Agent’s acts or omissions for which the Escrow Agent is adjudicated of having acted with willful misconduct, gross negligence, or fraud by a final decree, order or judgment of a court of competent jurisdiction from which no appeal is taken within the applicable appeals period. At no time shall have no further liability or obligation hereunderthe Escrow Funds be the property of Escrow Agent. The Escrow Agent shall execute is a party to this Agreement solely with respect to the provisions relating to the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofFunds.

Escrow Agent. (a) In the event that a dispute exists with respect to the Escrowed Amount, the Escrow Agent shall (i) continue to hold the Escrowed Amount except as otherwise provided in (A) instructions by the Assignors and Assignees, or (B) a certified copy of a non-appealable order or decree of a court of competent jurisdiction with respect to the matter of releasing the Escrowed Amount, or (ii) upon written notice by the Escrow Agent to the Assignors and Assignees, deposit the Escrowed Amount with a court selected by the Escrow Agent’s , in which case all liability and responsibility of the Escrow Agent shall thereupon terminate. (b) The duties pursuant to this Agreement of the Escrow Agent are purely ministerial in nature, nature and the Escrow Agent shall incur no not be liable for any damage, liability whatsoever except for or loss arising out of or in connection with its willful misconduct or gross negligenceservices rendered pursuant to this Assignment, so long as the Escrow Agent is acting in good faith. The Parties and Assignors and Assignees hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify hereunder, except for misconduct or fraud by Escrow Agent. If the Escrow Agent againstshall pay or incur any liability on account of this Assignment or on account of being made a party to any litigation as a result of this Assignment, Assignors and Assignees jointly and severally shall holdon demand pay to the Escrow Agent, savewith interest thereon, such payments made or liabilities incurred by the Escrow Agent, together with its expenses, including reasonable attorney's fees. Assignors and defend Assignees jointly and severally shall indemnify and hold the Escrow Agent harmless from, of and from any costs, liabilities, and expenses all payments made or liabilities incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting for any reason whatsoever as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the result of this Assignment, except for misconduct or fraud by Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationAgent. The Escrow Agent shall not be reimbursed for all costs required to advance or pay out any money on account of this Assignment or to prosecute or defend any legal proceeding unless it shall be furnished with funds sufficient therefor by Assignors or Assignees or be indemnified to its satisfaction in respect thereto. (c) The Assignors and expenses of such action or proceedingAssignees reserve the right, including reasonable attorneys’ fees at any time and disbursementsfrom time to time, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery mutually substitute a new escrow agent in place of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. Agent. (d) The Escrow Agent may resign as escrow agent under this Assignment, provided that the Assignors and Assignees shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofhave mutually selected a new escrow agent.

Escrow Agent. A. The parties agree the Escrow Agent shall be Quar▇▇▇ & ▇rad▇, ▇▇01 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. (▇he "Escrow Agent’s "). B. The Escrow Agent shall hold in escrow the deposit. If requested by Buyer, all cash received by the Escrow Agent shall be placed in an interest bearing account, and such account must allow withdrawal of all funds upon one (1) day notice or less. The interest earned on such funds shall be paid at such time that the Escrow Agent disburses the principal amount of the deposit, and the interest shall be paid to the Buyer, except in the case of Buyer's default. The Buyer shall be responsible for the expenses of such account. C. It is agreed the duties pursuant to this Agreement of the Escrow Agent are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, negligence so long as the Escrow Agent is acting has acted in good faith. The Parties hereby parties release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith in the performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstAgent's duties hereunder, except for wilful misconduct or gross negligence. D. If the parties be in disagreement about the interpretation of this Contract, or about the rights and shall holdobligations, save, and defend or the Escrow Agent harmless from, propriety of any costs, liabilities, and expenses incurred action contemplated by the Escrow Agent in serving as hereunder, the Escrow Agent hereunder and may, at its sole discretion, file an action in faithfully discharging its duties and obligations hereunderinterpleader to resolve the said disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in connection with the aforesaid interpleader action, and shall be fully protected in suspending all or a part of its activities under this Contract until a final judgment in the interpleader action is acting received. E. The Escrow Agent may consult with the counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder, except for wilful misconduct or gross negligence, so long as a stakeholder only the Escrow Agent has acted in good faith and in accordance with respect the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or error of judgment, or for any acts of omissions of any kind unless caused by its willful misconduct or gross negligence. F. The Escrow Agent may resign upon ten (10) days' written notice to the parties in this Contract. Rona▇▇ ▇. ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether ▇▇▇ll then become successor Escrow Agent. G. The Seller acknowledges that the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom attorney of the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition but that acting as escrow agent hereunder shall in no way be deemed or construed a conflict of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofinterest.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in SECTION 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyDeposit or any other monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the county or circuit where the Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. By their execution and delivery of this Agreement, Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from Escrow Agent’s duties Agent as to FDIC matters. Buyer and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. Simultaneously with final disbursement of the escrow funds pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no be released of all liability whatsoever except for its willful misconduct or gross negligence, so long as the and responsibility under this Agreement. Escrow Agent is acting may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine. Escrow Agent may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof, has been duly authorized to do so. Escrow Agent undertakes and agrees to perform only such duties as expressly set forth herein. The Parties duty of Escrow Agent hereunder shall be limited to the safe keeping of the escrow funds and the disposition of same in accordance with the provisions hereof. Escrow Agent shall have the right, but not the obligation, to require a written statement signed by Buyer and Seller confirming satisfaction of all conditions precedent to disbursement of funds hereunder and authorizing disbursement of said funds, together with accrued interest, if any. All notices to or from Escrow Agent shall be in writing. Buyer and Seller hereby release the Escrow Agent from any liability for any error losses incurred with respect to funds deposited hereunder by reason of judgment the absence of or for any act done or omitted insufficiency of FDIC insurance with respect to be done by the such funds. Buyer and Seller acknowledge that Escrow Agent has entered into this Agreement at their specific request and, in the good faith performance of its duties hereunder and do each hereby indemnify the order to induce Escrow Agent againstto accept said escrow, do hereby agree to indemnify and shall hold, save, and defend the hold Escrow Agent harmless fromfrom all loss, any costs, liabilities, cost and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingexpense, including reasonable attorneys’ fees and disbursementscourt costs, by the Party determined not to be entitled which it may suffer or incur as a result of acting as Escrow Agent under this Agreement, including, without limitation, claims arising with respect to the ▇▇▇▇▇▇▇ Moneyabsence or insufficiency of FDIC insurance for funds subject to this Agreement. Upon making delivery In the event of any dispute as to the ▇▇▇▇▇▇▇ Money in disbursement of escrow funds or any of the manners herein providedclaim thereto by any party or person, the Escrow Agent shall have no further liability or obligation hereunderthe right to bring a suit in interpleader in the Circuit Court for Dallas County, Texas naming the parties to this Agreement and any other parties as may be appropriate in the opinion of Escrow Agent. The Buyer and Seller shall indemnify and hold harmless Escrow Agent from all costs, including attorneys’ fees, in connection with such interpleader action. Upon the filing of said suit and deposit of the balance of escrow funds in the registry of the Court, Escrow Agent shall execute have the right to withdraw from said suit, and all obligations of Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Agent shall cease and is holding the same on deposit in accordance with the provisions hereofterminate.

Escrow Agent. Escrow Agent has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability or any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequences of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; I for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Moneyany monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such determination. The monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. 18.1 The tax identification numbers of the parties shall be furnished to Escrow Agent upon request of Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature. At the Closing, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery proceeds of the ▇▇▇▇▇▇▇ Money in shall be paid by Escrow Agent to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of the manners herein providedsuch amount, the Escrow Agent shall have no further liability give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10) day period or obligation hereunder. The if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall execute continue to hold such amount until otherwise directed by written instructions from the Escrow Receipt attached hereto in order parties to confirm that it has received the ▇this contract or a final judgment of a court. However, ▇▇▇▇▇▇ Money and is holding Agent shall have the same on right, only after dispute of the parties or this contract fails due to its terms, to deposit in accordance the escrowed proceeds with the provisions hereofclerk of any applicable court of the county in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. 18.2 The parties acknowledge that ▇▇▇▇▇▇ Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this contract or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of ▇▇▇▇▇▇ Agent's duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this contract or involving gross negligence on the part of Escrow Agent.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs obligated, and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability the right hereunder to make demands, to give notices, to exercise or obligation hereunderrefrain from existing any rights, and to take or refrain from taking action solely in accordance with this Agreement. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit may not resign, or be removed, except in accordance with the provisions hereofof Sections 7.10 and 7.21 of the Loan Funding Agreement. Upon the acceptance of any appointment as a Escrow Agent by a successor Escrow Agent by execution of an instrument accepting the same and all obligations of a Escrow Agent hereunder, that successor Escrow Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the predecessor Escrow Agent under this Agreement, and the predecessor Escrow Agent shall thereupon be discharged from its duties and obligations under this Agreement. After any predecessor Escrow Agent’s resignation or removal, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was Escrow Agent. Upon its resignation, any Escrow Agent shall be entitled to payment by the Seller of all reasonable expenses incurred by it in acting as Escrow Agent hereunder. The Seller agrees to execute and deliver to any successor Escrow Agent appointed hereunder all such documents as may be necessary to preserve and protect the rights of the Buyer. Any corporation into which the Escrow Agent may be merged or with which it may be consolidated or converted, or to which substantially all of its corporate trust business may be transferred, shall automatically succeed to all of the rights and obligations of its predecessor and shall become the Escrow Agent hereunder without further action on the part of any of the parties hereto. For the purposes of this Agreement, the “jurisdiction” of the Escrow Agent with respect to matters governed by the UCC shall be the State of Minnesota.

Escrow Agent. The deposit has been paid by and on behalf and at the direction of SELLER to and/or ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. (“Escrow Agent’s ”) to be held by Escrow Agent on the terms hereinafter set forth. If the Closing takes place under this Agreement, Escrow Agent shall pay the amount of monies deposited with Escrow Agent to or upon the instructions of SELLER at the time of Closing. If no Closing takes place hereunder, ▇▇▇▇▇▇ Agent shall continue to hold the monies unless directed to dispose of same in accordance with the provisions hereinafter set forth in this clause. It is agreed that the duties pursuant to this Agreement of Escrow Agent are only such as are herein specifically provided, being purely ministerial in nature, and the that Escrow Agent shall incur no liability whatsoever whatever except for its willful misconduct or gross negligence, negligence so long as the Escrow Agent is acting has acted in good faith. The Parties SELLER and BUYER hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith in the performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyAgent’s duties hereunder. Escrow Agent shall be under no responsibility in respect of any of the monies deposited with it other than faithfully to follow the instructions herein contained. Escrow Agent may consult with counsel and shall be fully protected in any action taken in good faith, in accordance with such advice. Escrow Agent shall not be required to defend any legal proceedings that may be instituted against Escrow Agent in respect of the subject of these instructions unless requested so to do by SELLER and BUYER and indemnified to the satisfaction of Escrow Agent against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind. Escrow Agent shall have no responsibility for the genuineness or validity of any document or other item deposited with Escrow Agent, and shall be fully protected in acting in accordance with any written instructions given to Escrow Agent hereunder and believed by ▇▇▇▇▇▇ Agent to have been signed by the proper parties. Escrow Agent assumes no liability under this Agreement except that of a stakeholder. If there is any dispute as to whether the Escrow ▇▇▇▇▇▇ Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money escrow monies, or as to whom the ▇▇▇▇▇▇▇ Money that sum is to be delivered, the Escrow Agent may refuse will not be obligated to make any delivery and of the sum, but in such event may continue to hold the ▇▇▇▇▇▇▇ Money sum until receipt by the Escrow Agent of an authorization in writing, writing signed by Seller and Buyerall persons having interest in such dispute, directing the disposition of the ▇▇▇▇▇▇▇ Moneysum, or, or in the absence of such written authorization, the . Escrow Agent may hold the ▇▇▇▇▇▇▇ Money sum until a the final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding proceedings for such determination are not begun and diligently continued, Escrow Agent is not begun, within thirty (30) days after notice required to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money sum in a court of competent jurisdiction court, pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon In making delivery of the ▇▇▇▇▇▇▇ Money monies in any of the manners herein providedmanner provided for in this Agreement, the Escrow Agent shall have no further liability or obligation hereunderin the matter. The Escrow Agent shall execute has executed this Agreement at the Escrow Receipt attached hereto in order end thereof to confirm that it has received Escrow Agent is holding, and will hold the ▇▇▇▇▇▇▇ Money and is holding the same on deposit monies in accordance with escrow pursuant to the provisions hereofof this paragraph. Nothing contained in this Agreement shall prevent Escrow Agent from representing SELLER in this transaction.

Escrow Agent. (a) The Escrow Agent undertakes to perform only such duties as are expressly set forth herein. (b) The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any notice, instruction or request furnished to it in writing hereunder and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. (c) The Escrow Agent shall not be liable for any action taken by it in good faith without gross negligence, and may consult with counsel of its own choice (including attorneys at the Escrow Agent’s 's law firm) and shall have full and complete authorization and protection for any reasonable action taken or suffered by it hereunder in good faith and in accordance with the advice of such counsel. (d) The Escrow Agent may resign and be discharged from its duties or obligations hereunder by giving notice in writing of such resignation specifying a date (not less than fifteen (15) days after the giving of such notice) when such resignation shall take effect, and by transferring all funds then held by it pursuant to this Agreement are purely ministerial in natureto the successor escrow agent. Promptly after such notice, Viragen and the Escrow Agent Investor shall incur no liability whatsoever except for its willful misconduct or gross negligenceby mutual agreement appoint a successor escrow agent, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue such escrow agent to hold the ▇▇▇▇▇▇▇ Money until receipt by Escrow Amount upon the Escrow Agent of an authorization resignation date specified in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingnotice. If such written authorization a successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty fifteen (3015) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provideddays, the Escrow Agent shall have no further liability or obligation hereunderthe right to petition any court of competent jurisdiction for the appointment of a successor escrow agent. Viragen and the Investor may by mutual agreement at any time substitute a new escrow agent by giving fifteen (15) days' notice thereof to the Escrow Agent then acting. The Escrow Agent shall execute continue to serve until its successor accepts the escrow and receives delivery of the Escrow Receipt attached Amount. (e) Viragen and the Investor agree, jointly and severally, to indemnify the Escrow Agent for, and to hold it harmless against, any loss, liability or expense incurred by it, arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability in the premises, other than as incurred by reason of its willful or reckless misconduct or bad faith. The provisions of this section shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. (f) The Escrow Agent's duties hereunder may be altered, amended, modified or revoked only by a writing signed by Viragen, the Investor and the Escrow Agent. (g) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money or by any other person or corporation, excepting only orders or process of courts of law and is holding hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the same Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (h) The Escrow Agent has acted as legal counsel for Alexandra Global Master Fund Ltd., an international business company formed under the laws of the British Virgin Islands ("Alexandra"), and may continue to act as legal counsel for Alexandra, from time to time, notwithstanding its duties as the Escrow Agent hereunder. The Investor and Viragen consent to the Escrow Agent acting in such capacity as legal counsel for Alexandra and waive any claim that such representation represents a conflict of interest on deposit in accordance with the provisions hereofpart of the Escrow Agent. The Investor understands that Alexandra and the Escrow Agent are relying explicitly on the foregoing provision.

Escrow Agent. It is agreed that the duties and obligations of Escrow Agent under Section 2.3 are only such as are specifically provided therein and no other. Escrow Agent’s 's duties pursuant to this Agreement are purely ministerial in natureas a depositary only, and the Escrow Agent shall incur no liability whatsoever whatsoever, except for its willful misconduct or gross negligence, so long as the . Escrow Agent is acting shall not be bound by any modification of its duties unless the same shall be in writing and signed jointly by Seller and Purchaser and agreed to by Escrow Agent. In the event that Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of Section 2.3, it shall be entitled to refrain from taking any action other than to keep safely all property held in escrow until it shall be directed otherwise in writing and signed jointly by Seller and Purchaser or by a final judgment of a court of competent jurisdiction. Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. The Parties hereby release Escrow Agent shall not responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any notice to it. This Agreement shall not create any fiduciary duty on Escrow Agent's part to Seller or Purchaser, nor disqualify Escrow Agent from representing Seller in any liability for any error of judgment or for any act done or omitted to be done by the dispute with Purchaser. Seller and Purchaser, jointly and severally, hereby indemnify and hold Escrow Agent harmless from and against any and all loss, damage, tax, liability and expense that may be incurred by Escrow Agent, arising out of or in connection with its acceptance of appointment as Escrow Agent hereunder, or the good faith performance of its duties hereunder and do each hereby indemnify the pursuant to this Escrow Agent againstAgreement, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for including all legal costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further defending itself against any claim or liability or obligation in connection with its performance hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent referred to in the definition thereof ------------ contained in Section 1.1 hereof has agreed to act as such for the convenience of ----------- the parties without fee or other charges for such services as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever not be liable: (a) to any of the parties for any act or omission to act except for its own willful misconduct misconduct; (b) for any legal effect, insufficiency, or gross negligence, so long as the undesirability of any instrument deposited with or delivered by Escrow Agent is acting or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed Escrow Agent to comply with said time limit; or (e) for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationDeposit, the Deposit or any other monies held in escrow, or of any documents held in escrow, Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent general jurisdiction pending in the parish or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court the Deposit, or deposit any such determination. The documents with respect to which there is a dispute in the Registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent's compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The parties understand, acknowledge and agree as follows: a. Escrow Agent shall deliver the Deposit to Contributor or GIP, as the case may be, in accordance with the provisions of this Agreement. Escrow Agent shall invest the Deposit in an FDIC insured money market account with a national banking association or other bank acceptable to Contributor and GIP. b. In the event that litigation is instituted relating to this escrow, the parties hereto agree that Escrow Agent shall be held harmless from any attorneys’ fees, court costs and expenses relating to that litigation to the extent that litigation does not arise as a result of the Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and acts or omissions. To the extent that Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligenceholds the Deposit under the terms of this escrow, so long as the parties hereto, other than Escrow Agent, agree that Escrow Agent is acting may charge the Deposit with any such attorneys’ fees, court costs and expenses as they are incurred by Escrow Agent. In the event that conflicting demands are made on Escrow Agent, or Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from , believes that any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only demands with respect regard to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit are in conflict or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredare unclear or ambiguous, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an interpleader action in an appropriate court. Such action shall not be deemed to be the “fault” of Escrow Agent, and Escrow Agent may lay claim to or proceeding against the Deposit for leave its reasonable costs and attorneys’ fees in connection with same, through final appellate review. To that end, the parties hereto, other than Escrow Agent, agree to deposit the ▇▇▇▇▇▇▇ Money in a indemnify Escrow Agent for all such attorneys’ fees, court of competent jurisdiction pending such determination. The costs and expenses. c. Without limitation, Escrow Agent shall not be reimbursed liable for all costs and expenses any loss or damage resulting from the following: (a) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (b) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) the default, error, action or proceedingomission of any other party to this Agreement or any actions taken by Escrow Agent in good faith, including reasonable attorneys’ fees and disbursementsexcept for Escrow Agent’s gross negligence or willful misconduct; (d) any loss or impairment of the Deposit that has been deposited in escrow while the Deposit is in the course of collection or while the Deposit is on deposit in a financial institution if such loss or impairment results from the failure, by insolvency or suspension of a financial institution, or any loss or impairment of the Party determined not to be entitled Deposit due to the ▇▇▇▇▇▇▇ Money. Upon making delivery invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (e) the ▇▇▇▇▇▇▇ Money in expiration of any time limit or other consequence of the manners herein provideddelay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent shall have no further liability to comply with said time limit; and (f) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or obligation hereunder. The decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. d. Escrow Agent shall execute the not have any duties or responsibilities, except those set forth in this Section and shall not incur any liability in acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Receipt attached hereto in order Agent to confirm be genuine. Escrow Agent may assume that any person purporting to give it has received the ▇▇▇▇▇▇▇ Money and is holding the same any notice on deposit behalf of any party in accordance with the provisions hereofhereof has been duly authorized to do so, or is otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. Upon completion of the disbursement of the Deposit, Escrow Agent shall be automatically released and discharged of its escrow obligations hereunder. e. The status of Escrow Agent as GIP’s counsel in this transaction shall not disqualify such law firm from acting as Escrow Agent, or from representing GIP in connection with this transaction, the matters contemplated herein, or any disputes between Contributor and GIP that may arise out of this transaction, including, without limitation, any dispute with respect to the Deposit.