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. 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. 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’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. (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 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’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. 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. (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. 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. 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. (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 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. 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 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. 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. 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 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’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 (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. (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 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 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. 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 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. 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. (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, 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. 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. 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. 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. 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. 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. (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(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 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. 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. 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. (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. (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. 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. 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. 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. 4.1 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. 4.2 The Company and Synergy jointly and severally covenant and 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. 4.3 In case proceedings should hereafter be taken in any court respecting the Escrow Documents, and 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 Clause 0 against its costs of such proceedings. 4.4 The Escrow Agent will have no responsibility in respect of loss of the Escrow Documents except the duty to exercise such care in the safekeeping thereof as it would exercise if the Escrow Documents 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. 4.5 The Escrow Agent will not be bound in any way by any contract between the other parties hereto 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 Escrow Documents as herein directed and to pay and 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 Escrow Documents 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 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 incur no liability whatsoever except be sufficient for its willful misconduct or gross negligence, so long all purposes under this Agreement insofar as the Escrow Agent is acting in good faith. The Parties hereby release concerned that the said documents are deposited with it as herein specified by the parties executing this Agreement with the Escrow Agent. 4.6 In the event that the Escrow Documents 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 may, in its sole discretion, 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 hereto or to any other person, form or corporation 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. 4.7 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 in its sole discretion any and all notices and warnings which may be given to it by any of the ▇▇▇▇▇▇▇ Money parties hereto 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 hereto 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. 4.8 If the Escrow Agent receives any written instructions contrary to the instructions contained in this Agreement, the Escrow Agent may refuse continue to make hold the Escrow Documents until the lawful determination of the issue between the parties hereto. 4.9 If written notice of protest is made by either Synergy or the Company to the Escrow Agent to any delivery action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may continue to hold the ▇▇▇▇▇▇▇ Money Escrow Documents until receipt the right to the documents is legally determined by a court of competent jurisdiction or otherwise. 4.10 The Escrow Agent may resign as Escrow Agent by giving not less than 30 days' notice thereof to Synergy and the Company. Synergy and the Company may terminate the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing giving not less than 30 days' notice to the disposition Escrow Agent. The resignation or termination of the ▇▇▇▇▇▇▇ MoneyEscrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is 30 days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent, or, in Synergy and the absence Company may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of such written authorizationthis Agreement or the termination or resignation of the Escrow Agent. 4.11 Notwithstanding anything herein to the contrary, the Escrow Agent may hold act upon any written instructions given jointly by 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 Company and Synergy. 4.12 Notwithstanding anything to the Escrow Agent contrary contained herein, in the event of such disputeany dispute arising between Synergy and the Company with respect to the Consulting Agreement, this Agreement or any matters arising thereto, the Escrow Agent may bring in its sole discretion deliver and interplead the Escrow Documents and all funds held in the Escrow Account into court and such delivery and interpleading will be an appropriate action or proceeding for leave effective discharge to deposit the ▇▇▇▇▇▇▇ Money Escrow Agent. 4.13 It is understood that in a court of competent jurisdiction pending such determination. The addition to acting as 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 providedhereunder, the Escrow Agent shall is also acting as solicitor for the Company and not for any other party to this Agreement and the parties have no further liability or obligation hereunder. The requested that the Escrow Agent shall execute act in this capacity. 4.14 The Company and Synergy acknowledge that they have been advised to consult their own legal advisors with respect to this Agreement, the Escrow Receipt attached hereto applicable hold periods and resale restrictions regarding the Shares and they covenant and agree that they are solely responsible for compliance with all applicable restrictions in order regards to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofShares.

Escrow Agent. (a) In the event that a dispute exists with respect to the Deposit, the Escrow Agent shall (a) continue to hold the Deposit except as otherwise provided in (i) instructions signed by Seller and Purchaser, or (ii) a certified copy of a non-appealable order or decree of a court of competent jurisdiction with respect to the matter of releasing the Deposit, or (b) upon written notice by the Escrow Agent to Seller and Purchaser, deposit the Deposit 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 Agreement, so long as the Escrow Agent is acting in good faith. The Parties and Seller and Purchaser 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 Agreement or on account of being made a party to any litigation as a result of this Agreement, Seller and Purchaser 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. Seller and defend Purchaser 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 Agreement, 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 Agreement or to prosecute or defend any legal proceeding unless it shall be furnished with funds sufficient therefor by Seller or Purchaser or be indemnified to its satisfaction in respect thereto. (c) Seller and expenses of such action or proceedingPurchaser 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 Agreement, provided that Seller and Purchaser 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. All fees and expenses, including fees for retained services for escrow administration and reasonable attorney’s fees of the Escrow Agent’s duties pursuant to , reasonably incurred in entering into this Agreement are purely ministerial and in nature, the ordinary course of performing his responsibilities hereunder will be paid by the Joint Owners (and not through withdrawal from the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as Fund) in proportion to their Seabrook Station ownership by the Joint Owners upon receipt of a written invoice by the Escrow Agent is acting in good faithAgent, issued to FPLE Seabrook as managing agent for Seabrook Station, for the total amount due. The Parties hereby release the Escrow Agent from may retain any liability for and all professionals that, within his sole discretion, are necessary to fulfill his obligations under the terms of this Agreement. Any extraordinary fees and expenses including attorney’s fees, including without limitation any error of judgment fees or for any act done or omitted to be done expenses paid by the Escrow Agent in connection with a dispute with a Joint Owner over the good faith performance distribution of all or any portion of the Escrow Fund or the validity of a claim against the Escrow Fund, or the interpretation of this Agreement, will be paid by the non-prevailing party in such dispute. In the event the Escrow Agent incurs any liability to any person, firm or corporation by reason of his acceptance or proper and timely administration of this Escrow Agreement, each Joint Owner in proportion to its duties hereunder and do each hereby ownership share in Seabrook Station agrees, to the extent allowed by law, to indemnify the Escrow Agent againstAgent, his agents, directors and employees, against any such liability or for his fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent’s gross negligence, bad faith or willful misconduct. Each Joint Owner agrees to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment out of the Escrow Fund under this Agreement, and shall holdto the extent allowed by law, save, to indemnify and defend hold the Escrow Agent harmless fromfrom and against any taxes, additions of late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any costs, liabilities, and expenses incurred by such payment or other activities under this Agreement. Each Joint Owner shall undertake to instruct 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 writing with respect to the ▇▇▇▇▇▇▇ MoneyEscrow Agent’s responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with his acting as Escrow Agent under this Agreement. If there is any dispute as To the extent allowed by law, each Joint Owner agrees to whether indemnify and hold the Escrow Agent is obligated harmless from any liability, including costs and expenses (including reasonable legal fees), interest and penalties, on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to deliver the ▇▇▇▇▇▇▇ Money withhold or as deduct same, and any liability for failure to whom the ▇▇▇▇▇▇▇ Money is obtain proper certifications, or to be deliveredproperly report to governmental authorities, to which the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by be or become subject in connection with or which arises out of this Agreement. Indemnifications in favor of the Escrow Agent hereunder shall survive the resignation or removal 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 and the ▇▇▇▇▇▇▇ Money until a final determination termination 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 this Agreement and shall be reimbursed for all costs several, and expenses of such action or proceedingnot joint, including reasonable attorneys’ fees and disbursements, by among 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 hereofJoint Owners.

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 Escrow Agent’s duties pursuant Agent shall be entitled to the fees set forth in Appendix IV to this Agreement are purely ministerial in natureAgreement, which shall be paid by Yahoo!. All fees and expenses of the Escrow Agent shall incur no liability whatsoever except for incurred in the ordinary course of performing 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 responsibilities hereunder will be paid by Yahoo! upon receipt of judgment or for any act done or omitted to be done a written invoice by the Escrow Agent in the good faith performance of its duties hereunder Agent. Any extraordinary fees and do each hereby indemnify the Escrow Agent againstexpenses, and shall hold, save, and defend the Escrow Agent harmless from, including without limitation any costs, liabilities, and fees or expenses incurred by the Escrow Agent in serving as connection with a dispute over the distribution of Escrow Agent hereunder Property or the validity of a claim or claims by Yahoo! made in an Officer’s Certificate, will be paid 50% by Yahoo! 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 50% 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 Company Indemnifying Stockholders in accordance with the provisions hereofPro Rata Share. The liability for the extraordinary fees and expenses of the Escrow Agent otherwise owed by the Company Indemnifying Stockholders may be paid by Yahoo! and recovered as a claim hereunder out of the Escrow Fund. If Yahoo! has paid the Company Indemnifying Stockholders’ portion of such fees and expenses as permitted under this Section 7(a) then the Escrow Agent will, upon demand by Yahoo!, transfer to Yahoo! a portion of the Escrow Property, equal to such portion of fees and expenses. In the event the balance in the Escrow Fund is not sufficient to pay the Company Indemnifying Stockholders’ portion of such extraordinary fees and expenses of the Escrow Agent or in the event the Escrow Agent incurs any liability to any person, firm or corporation by reason of its acceptance or administration of this Escrow Agreement, Yahoo! agrees to indemnify the Escrow Agent for such extraordinary fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent’s gross negligence, bad faith or willful misconduct.

Escrow Agent. 23.1 Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement. 23.2 Escrow Agent may (a) act in reliance upon any writing or instrument or signature which it, in good faith, reasonably believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) 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. Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited in escrow, nor as to the identity, authority, or right of any person executing any instrument; Escrow Agent’s duties pursuant under this Agreement are and shall be limited to those duties specifically provided in this Agreement. 23.3 The parties to this Agreement are purely ministerial in nature, do and the shall indemnify 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 and hold it harmless 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 costsall claims, liabilities, and expenses incurred by the Escrow Agent losses, actions, suits or proceedings at law or 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 givenequity, or a proceeding for such determination is not begunother expenses, within thirty (30) days after notice to the Escrow Agent fees, or charges of such dispute, the Escrow Agent may bring an appropriate action any character 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 proceedingnature, including reasonable attorneys’ fees and disbursementscosts, which it may incur or with which it may be threatened by reason of its action as Escrow Agent under this Agreement, except for such matters which are the Party determined result of Escrow Agent’s gross negligence or willful malfeasance. 23.4 If the parties (including Escrow Agent) shall be in disagreement about the interpretation of this Agreement, or about their respective rights and obligations, or about the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to be entitled to resolve the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provideddisagreement; upon filing such action, the Escrow Agent shall have no further liability or obligation hereunderbe released from all obligations under this Agreement. The Escrow Agent shall execute be indemnified for all costs and reasonable attorneys’ fees, including those for appellate and post judgment matters and for paralegals and similar persons, incurred in its capacity as escrow agent in connection with any such interpleader action; Escrow Agent may represent itself in any such interpleader action and charge its usual and customary legal fees for such representation, and the court shall award such attorneys’ fees, including those for appellate and post judgment matters and for paralegals and similar persons, to Escrow Receipt attached hereto Agent from the losing party. Escrow Agent shall be fully protected in order to confirm that it has received suspending all or part of its activities under this Agreement until a final judgment in the ▇▇▇▇▇▇▇ Money interpleader action is received. 23.5 Escrow Agent may consult with counsel of its own choice, including counsel within its own firm, and is holding the same on deposit shall have full and complete authorization and protection in accordance with the provisions opinion of such counsel. Escrow Agent shall otherwise not be liable for any mistakes of fact or errors of judgment, or for any acts or omissions of any kind unless caused by its gross negligence or willful misconduct. 23.6 Escrow Agent may resign upon five (5) days’ written notice to Sellers and Purchaser. If a successor escrow agent is not appointed jointly by Sellers and Purchaser within the five (5) day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. 23.7 If necessary, Escrow Agent and Title Insurer are authorized to insert the Closing Date in any blanks in the Closing documents. 23.8 When Purchaser and Sellers have satisfied their respective Closing obligations under Section 20 hereof and each of the conditions under Section 12.2 hereof have either been satisfied or waived, Escrow Agent shall promptly undertake all of the following in the manner indicated and as more particularly instructed in Purchaser’s and Sellers’ Closing instructions: (a) Prorations. Prorate and allocate all matters as described in Sections 17, 18 and 19 hereof.;

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. Escrow Agent’s duties pursuant to this Agreement are purely ministerial shall hold the Downpayment for Seller's account in natureescrow in its master escrow account at The Bank of New York, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence360 Park Avenue, 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 againstNew York, and shall holdNew ▇▇▇▇, 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 nation of this Agreement and shall pay over or apply the Downpayment in accordance with the terms of this Article. Escrow Agent shall hold the Downpayment in an interest-bearing account for the benefit of the parties. Any interest received shall be paid (a) to Purchaser, if the Closing shall take place pursuant to this Agreement, or (b) in any other instance to the party entitled to the Downpayment. The party receiving the interest shall pay any income taxes thereon. The Social Security or Federal Tax Identification numbers of the parties shall be deliveredfurnished to Escrow Agent upon request. At Closing, the Downpayment shall be paid by Escrow Agent may refuse to Seller. If for any reason Closing does not occur and either party gives Notice to Escrow Agent demanding payment of the Downpayment, 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 5 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 5 day period or if for any delivery and may 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 ▇▇▇▇▇▇▇ Money until receipt by the parties to this Agreement or a final, nonappealable judgment, order or decree of a court. However, Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing shall have 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 right at any time to deposit the ▇▇▇▇▇▇▇ Money in Downpayment and the interest thereon with the clerk of a court in the County in which the Premises are located and shall give Notice of competent jurisdiction pending such determinationdeposit to Seller and Purchaser. The Upon such deposit or other disbursement in accordance with the terms of this Article, Escrow Agent shall be reimbursed for relieved and discharged of all costs further obligations 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 responsibilities 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. 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 and do each hereby indemnify the Escrow Agent againstCeltic, 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 ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇and 25% by ▇▇▇▇▇ Money or as (unless otherwise determined pursuant to whom an arbitrator's award) and survive the ▇▇▇▇▇▇▇ Money is to be delivered, the termination of this 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 (a) Except as expressly contemplated by this Agreement are purely ministerial in natureor by joint written instructions from the Purchaser and the Seller, and the Escrow Agent shall incur no liability whatsoever not sell, transfer or otherwise dispose of in any manner the Escrow Funds, and any interest accrued thereon, except for its willful misconduct or gross negligence, so long as pursuant to an order of a court of competent jurisdiction. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement. (c) Escrow Agent is acting in good faith. The Parties hereby release the hereunder without charge as an accommodation to Seller and Purchaser, it being understood and agreed that Escrow Agent from any liability shall not be liable for any error of in judgment or for any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be done genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Seller or Purchaser, as the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstcase may be, and shall hold, save, and defend not be liable in connection with the performance of any duties imposed upon Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the provisions of this Agreement, except for Escrow Agent’s own negligence, willful misconduct or default. Escrow Agent in serving as shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Agent’s duties hereunder and in faithfully discharging its duties and obligations hereunder. The are affected, unless Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Moneyshall have given prior written consent thereto. 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 by Seller and Purchaser for any actual out-of-pocket expenses (including reasonable legal fees and disbursements of outside counsel), including all costs of Escrow Agent’s fees and expenses of with respect to any interpleader action incurred in connection with this Agreement, and such action or proceedingliability shall be joint and several; provided, including reasonable attorneys’ fees however, that, as between Purchaser and disbursementsSeller, by the Party determined not to prevailing party in any dispute over the Escrow Funds shall be entitled to reimbursement by the ▇▇▇▇▇▇▇ Moneylosing party of any such expenses paid to Escrow Agent. Upon making In the event that Escrow Agent shall be uncertain as to Escrow Agent’s duties or rights hereunder, or shall receive instructions from Purchaser or Seller that, in Escrow Agent’s opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold the Escrow Funds, and any interest accrued thereon, and may decline to take any other action. After delivery of the ▇▇▇▇▇▇▇ Money Escrow Funds, and any interest accrued thereon, in any of the manners herein providedaccordance herewith, the Escrow Agent shall have no further liability or obligation of any kind whatsoever. (d) Escrow Agent shall have the right at any time to resign upon ten (10) Business Days’ prior notice to Seller and Purchaser. Seller and Purchaser shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the name and address of such successor Escrow Agent within ten (10) Business Days after receipt of notice of Escrow Agent of its intent to resign. If Escrow Agent has not received notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Seller and Purchaser a bank or trust company licensed to do business in the State of New York and having a branch located in New York County to act as successor Escrow Agent hereunder. The At any time after the ten (10) Business Day period, Escrow Agent shall have the right to deliver the Escrow Funds, and any interest accrued thereon, to any successor Escrow Agent selected hereunder, provided such successor Escrow Agent shall execute and deliver to Seller and Purchaser an assumption agreement whereby it assumes all of Escrow Agent’s obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Receipt attached hereto in order to confirm that it has received Agent for all purposes hereunder and shall have all of the ▇▇▇▇▇▇▇ Money rights and is holding obligations of Escrow Agent hereunder, and the same on deposit in accordance with the provisions hereofresigning Escrow Agent shall have no further responsibilities or obligations hereunder.

Escrow Agent. Commonwealth Land Title Insurance Company shall hold the Deposit in an interest bearing FDIC insured account. The duties of the Escrow Agent’s duties pursuant to Agent are determined solely by this Agreement and are purely ministerial in nature. If for any reason a Closing does not occur as set forth in this Agreement and either party gives notice to Escrow Agent demanding payment of the Deposit, then 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 five (5) business days after receipt by such other party of Escrow Agent's notice, then Escrow Agent is hereby authorized and directed to make such payment. If Escrow Agent does receive such notice of objection within said five (5) day period, Escrow Agent is not obligated to make any delivery, but may hold the funds until receipt of a written authorization signed by all persons having an interest in the dispute, directing the disposition of the funds. In the absence of a written authorization, the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencemay hold the funds until the rights of the parties have been finally determined in an appropriate proceeding. Moreover, so long as the Escrow Agent is acting may bring an appropriate proceeding for leave to deposit the funds pending a determination of the rights of the parties. If threatened with litigation, the Escrow Agent may interplead all interested parties in good faithan appropriate action and may deposit the funds with the clerk of the court; thereupon the Escrow Agent will have no further liability under this Agreement. The Parties hereby Escrow Agent may retain counsel in any action under this Agreement. Seller and Purchaser shall reimburse the Escrow Agent for all costs and expenses incurred by it in connection with any court proceeding under this Agreement in an amount sufficient to pay these costs and expenses. The Escrow Agent is not liable for any mistake of fact or error of judgment, or for any acts or omissions, unless caused by its gross negligence or willful misconduct. The 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 as a stakeholder only 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 respect this Agreement is duly authorized to do so by the ▇▇▇▇▇▇▇ Moneyparty on whose behalf such writing or instruction is given. If there is any dispute as to whether The undersigned jointly and severally indemnify and protect the Escrow Agent is obligated to deliver from and hold it harmless against any loss, liability, or expense incurred without gross negligence or willful misconduct on the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, part of the Escrow Agent may refuse to make any delivery and may continue to hold Agent, arising out of its duties under this Agreement, as well as 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 defending against any claim 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 hereofarising under this Agreement.

Escrow Agent. (a) The Deposit and ▇▇▇▇▇▇▇ Money Deposit shall be held in escrow by Escrow Agent in one or more federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth. (b) When Closing has occurred, Escrow Agent shall deliver the Deposit and ▇▇▇▇▇▇▇ Money Deposit to Seller. (c) If Escrow Agent receives a request for the Deposit and/or ▇▇▇▇▇▇▇ Money Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall submit a copy of such request to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within five (5) business days after Escrow Agent has forwarded such request, Escrow Agent shall deliver the Deposit and/or ▇▇▇▇▇▇▇ Money 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 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 submit a copy of such request to Seller. If Escrow Agent shall not have received notice of objection from Seller within five (5) business days after Escrow Agent has forwarded such request, 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 may be sent by email by a Party or their attorney, provided that all other Parties and their attorneys are copied. (f) 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 and/or ▇▇▇▇▇▇▇ Money Deposit to Seller, Escrow Agent shall deliver said Deposit in accordance with such instructions. (g) If Escrow Agent shall have received a notice of objection as provided for in Sections 17(c) or 17(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 and/or ▇▇▇▇▇▇▇ Money Deposit until Escrow Agent receives either: (i) a written notice signed by both Seller and Purchaser stating who is entitled to the Deposit and/or ▇▇▇▇▇▇▇ Money Deposit; or (ii) a final order of a court of competent jurisdiction directing disbursement of the Deposit and/or ▇▇▇▇▇▇▇ Money Deposit in a specific manner; in either of which events, Escrow Agent then shall disburse the Deposit and/or ▇▇▇▇▇▇▇ Money 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 (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Section 17(g) above, if Escrow Agent shall have received a notice of objection as provided for in Sections 17(c) or 17(d) hereof within the time therein prescribed, or shall have received at any time before actual disbursement of the Deposit and/or ▇▇▇▇▇▇▇ Money Deposit a notice from either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit and/or ▇▇▇▇▇▇▇ Money 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 and/or ▇▇▇▇▇▇▇ Money 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 and/or ▇▇▇▇▇▇▇ Money Deposit with the Clerk of the Court in which any litigation is pending, and/or (ii) 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 and/or ▇▇▇▇▇▇▇ Money Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful default. (i) Escrow Agent shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent may hold the same prior to disbursement thereof, and any disbursements or deliveries of the Deposit and ▇▇▇▇▇▇▇ Money Deposit required herein to be made by Escrow Agent shall be with 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 duties pursuant to this Agreement are purely ministerial opinion, would or might involve it in natureany cost, and the expense, loss or liability unless, as often as Escrow Agent may require, Escrow Agent shall incur no liability whatsoever except for its willful misconduct be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or gross negligence, so long as the liability. (k) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability 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 gross 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 gross negligence or willful misconduct. (n) The terms and provisions of this Section 17 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 Section 17 shall survive Closing or the termination of this Agreement for any reason.

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. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent The ▇▇▇▇▇▇▇ Money 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 Escrow Agent in until the good faith performance Closing Date or sooner termination of its duties hereunder this Agreement and do each hereby indemnify the Escrow Agent againstshall pay over the interest or income earned thereon, and shall holdif any, save, and defend to 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 party entitled to the ▇▇▇▇▇▇▇ MoneyMoney and the party receiving such interest or income shall pay any income taxes due thereon. If there is any dispute as to whether In the event the Closing shall occur in accordance with the provisions of this Agreement, then, Escrow Agent is obligated to shall deliver the ▇▇▇▇▇▇▇ Money to Closing Authority. If, for any reason, the Closing does not occur pursuant to the provisions of this Agreement and either party makes a written demand upon Escrow Agent, by registered or as certified mail (return receipt optional), or Federal Express, for the payment of the ▇▇▇▇▇▇▇ Money, then Escrow Agent shall give written notice in accordance with the provisions hereof to whom the other party of the receipt of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment of the ▇▇▇▇▇▇▇ Money is pursuant to be deliveredthe demand within ten (10) days after the delivery of such notice by Escrow Agent, the Escrow Agent may refuse is hereby authorized to make such payment in accordance with the aforesaid demand. If Escrow Agent receives written objection from the other party to the proposed payment of the ▇▇▇▇▇▇▇ Money pursuant to the aforesaid demand within such ten (10) day period or if, for any delivery and may other reason, Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money until receipt otherwise directed by the Escrow Agent of an authorization in writing, signed by Seller written instructions from Sellers and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until Purchaser or a final determination judgment of a court of competent jurisdiction. Escrow Agent, however, shall have 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 right at any time to deposit the ▇▇▇▇▇▇▇ Money in a with the clerk of any court of competent jurisdiction pending in the state where the Property is located, and Escrow Agent shall give written notice of such determination. The deposit to the Sellers and the Purchaser, and upon such deposit being made, Escrow Agent shall be reimbursed discharged from all obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for all costs their convenience, that Escrow Agent may act upon any writing believed by it in good faith to be genuine and expenses of such action or proceeding, including reasonable attorneys’ fees to be signed and disbursements, presented by the Party determined proper person, and that Escrow Agent shall not be liable to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery either of the ▇▇▇▇▇▇▇ Money parties for any act or omission on its part unless taken or suffered in any bad faith, in willful disregard of the manners herein provided, the this Agreement or involving gross negligence. Escrow Agent shall have no further liability duties or obligation hereunderresponsibilities relating to escrow except as set forth in this paragraph. The Escrow Agent shall execute not be bound by any modification of the Agreement unless the same is in writing and signed by the Purchaser and Sellers and if Escrow Agent’s duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. The Sellers and Purchaser hereby jointly and severally indemnify and hold the Escrow Receipt attached hereto Agent harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in order to confirm that it has received connection with the ▇▇▇▇▇▇▇ Money and is holding performance by the same on deposit Escrow Agent of its duties in accordance with the provisions hereofof this Section of this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, Sellers and the Buyers agree: i. Escrow Agent shall incur establish accounts and disburse the Deposit together with all interest earned thereon (collectively, the “Escrow Funds”) in accordance with this Agreement. ii. Nothing herein contained shall be deemed to impose any duty upon Escrow Agent to exercise discretion. Buyer and Sellers intend that Escrow Agent shall not be obligated to act except upon written instructions or directions signed by both Buyers and Sellers. Escrow Agent shall be fully protected for any act or failure to act undertaken in good faith and shall suffer no liability for any act or failure to act taken on advice of its counsel. Escrow Agent may act and shall not incur any liability whatsoever except for its willful misconduct acting upon any notice, direction or gross negligence, so long as other document purporting and believed by Escrow Agent to be genuine and signed and presented by the proper person or persons. iii. Escrow Agent shall be bound only by modifications of this Agreement that are in writing and signed by Escrow Agent. Escrow Agent shall not be bound by any agreement between Buyers and Sellers whether it has knowledge of the existence of such agreement or not. iv. In the event of dispute concerning the Escrow Funds after the expiration of the Due Diligence Period, Escrow Agent is acting in good faith. The Parties hereby shall not release the Escrow Agent Funds except by instructions mutually given by both parties in writing or a court order from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in Middlesex County (Massachusetts) Superior Court (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“Court”), or, in the absence sole discretion of such written authorizationEscrow Agent, the Escrow Agent may hold deliver the ▇▇▇▇▇▇▇ Money until a final determination of Escrow Funds to the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not givenCourt, or a proceeding for such determination is not begunand, within thirty (30) days after notice thereupon, Escrow Agent shall cease to have any obligations with respect to the Escrow Agent Funds. In the event of such dispute, a dispute concerning the Escrow Agent may bring an appropriate action Funds prior to or proceeding for leave to deposit upon the ▇▇▇▇▇▇▇ Money in a court expiration of competent jurisdiction pending such determination. The the Due Diligence Period, Escrow Agent shall be reimbursed for required to deliver the Deposit to Buyers notwithstanding any such dispute. v. Escrow Agent shall not be required to determine the amount or validity of any claim made by Buyers or Sellers against the other, Escrow Agent’s sole responsibility being to deliver the Escrow Funds to Sellers or Buyers or to release the Escrow Funds pursuant to an order from the Court. vi. Buyers and Sellers agree to jointly and severally indemnify and hold Escrow Agent harmless from and against all costs and expenses of such action liability, loss, cost, damage or proceedingexpense, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in connection with any action, suit or other proceeding involving any claim which in any way relates to or arises out of this Agreement or the manners herein provided, the services of Escrow Agent shall have no further liability hereunder, except such as result from the bad faith, willful default or obligation hereunder. The gross negligence of 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 Letter of Credit shall be held in escrow by Escrow Agent’s duties Agent and released on the terms hereinafter set forth. (b) If Escrow Agent receives notice from Purchaser or Purchaser's attorney that Purchaser has terminated this Agreement pursuant to Paragraph 5 or 13 hereof, Escrow Agent shall immediately return the Letter of Credit to Purchaser without application of Paragraph 23(f), (h) and (i); (c) At the Closing, Escrow Agent shall deliver the Letter of Credit to Purchaser. (d) Any notice(s) to and from Escrow Agent shall be given in accordance with Paragraph 16 hereof. (e) If Escrow Agent receives a notice signed by Seller or Seller's attorney stating that Purchaser has defaulted in the performance of its obligations pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no deliver a copy of such notice to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall forward a copy thereof to Seller. (f) If Escrow Agent receives a notice signed by Purchaser or Purchaser's attorney stating that this Agreement has been canceled or terminated and that Purchaser is entitled to the Letter of Credit, or that Seller has defaulted in the performance (g) If Escrow Agent receives notice from either party authorizing delivery of the Letter of Credit to the other party, Escrow Agent shall deliver the Letter of Credit in accordance with such instructions. (h) If Escrow Agent receives a notice of objection as aforesaid, Escrow Agent shall convert the Letter of Credit to cash and hold such proceeds in an interest bearing FDIC insured bank in New Jersey until Escrow Agent receives either: (i) a notice signed by both Seller and Purchaser stating who is entitled to the Letter of Credit; or (ii) a final order of a court of competent jurisdiction directing disbursement in a specific manner, in either of which events Escrow Agent shall deliver the Letter of Credit in accordance herewith or 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 requests or demands until and unless it has received a direction of the nature described in (i) or (ii) above. (i) Notwithstanding the foregoing provisions of Subparagraph (g) above, if Escrow Agent shall have received a notice of objection as aforesaid, or shall have received at any time before actual delivery of the Letter of Credit, a notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Letter of Credit has been commenced, Escrow Agent shall have the right, upon notice to both Seller and Purchaser to deposit the Letter of Credit with the Clerk of the Court in which any litigation is pending, whereupon Escrow Agent shall be released of and from all liability whatsoever hereunder except for its any previous gross negligence or willful misconduct or gross negligence, so long as the default. (j) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability shall not be liable for any error of or judgment or for any act done or omitted to 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 gross negligence. (k) Escrow Agent's obligations hereunder shall be done by the as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the good faith performance sufficiency, correctness, genuineness or validity of its duties hereunder and do each hereby indemnify any notice, instructions or other instrument furnished to it or deposited with it, or for the form of execution of any thereof, or for the identity or authority of any person depositing or furnishing same. (l) Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, not have any costs, liabilities, and expenses incurred by the Escrow Agent duties or responsibilities except those set forth 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 this Agreement and (30m) 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 entitled to consult with counsel in connection with its duties hereunder, including attorneys at its firm. The parties shall reimburse Escrow Agent, jointly and severally, for all costs and expenses of such action or proceedingincurred by Escrow Agent in performing its duties as Escrow Agent including, including but not limited to, reasonable attorneys’ ' fees (either paid to retained attorneys or amounts representing the fair value of services rendered to itself). (n) The terms and disbursementsprovisions of this Paragraph shall create no right in any person, by firm or corporation other than the Party determined not parties hereto and their respective successors or assigns, and no third party shall have the right to be entitled enforce or benefit from the terms hereof. (o) In the event of any dispute, disagreement or suit between Seller and Purchaser, whether pertaining to the ▇▇▇▇▇▇▇ Money. Upon making delivery Letter of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedCredit, the this Agreement or otherwise, Escrow Agent shall have no further liability the right to represent or obligation hereunder. The otherwise serve as attorneys for Seller. (p) Escrow Agent is 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 (q) The applicable provisions of this Paragraph shall execute survive 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 hereofClosing or termination of this Agreement. 82.

Escrow Agent. (1) If, for any reason, Closing does not occur and either party makes a written demand upon Escrow Agent’s duties pursuant Agent hereunder, 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) business days after the giving of such notice, Escrow Agent is authorized to 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 elects not to make such payment, Escrow Agent shall: (i) continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment (beyond any applicable appeal period) of a court of competent jurisdiction or (ii) deposit such funds with a court of competent jurisdiction selected by the Escrow Agent, in which event all liability of Escrow Agent with respect to such funds shall terminate. (2) The duties of Escrow Agent as set forth in this Paragraph are purely ministerial in naturesubject to the following provisions which are expressly approved by Seller and Buyer; (a) Escrow Agent shall be liable as a depository only and shall not be responsible for the sufficiency or accuracy of the form, execution or validity of any documents delivered to Escrow Agent hereunder or any description of the Premises or other thing contained therein or the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document. Escrow Agent's duties hereunder are limited to the safekeeping of the Deposit and such other as are delivered to it, and the delivery of the same in accordance herewith. (b) Escrow Agent shall incur no liability whatsoever except not be liable for its any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by Escrow Agent's willful misconduct or gross negligence, so long as . (c) Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received by Escrow Agent. Escrow Agent is acting in good faith. The Parties hereby release the authorized to rely on any document believed by Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent authentic 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 making any delivery and may continue to hold of funds or Premises hereunder. (d) In the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent event of an authorization in writinga dispute arising under this Agreement, 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 not 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.disqualified from representing Seller

Escrow Agent. The execution of this Agreement by Escrow Agent is solely for the purpose of evidencing the acknowledgment by Escrow Agent of the receipt of the Escrow Fund and setting forth Escrow Agent’s 's obligations with respect to the Escrow Fund. Seller and Buyer acknowledge that Escrow Agent has no duties pursuant or responsibilities hereunder other than to hold, invest and disburse the Escrow Fund in accordance with this Agreement are purely ministerial in nature, and the Agreement. Escrow Agent shall incur no liability whatsoever except notify both Seller and Buyer before releasing any portion of the Escrow Fund. In the event of any dispute regarding any action taken or proposed to be taken by Escrow Agent with respect to the Escrow Fund, Escrow Agent may cause the Escrow Fund to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by Escrow Agent, and Seller and Buyer, jointly and severally, shall pay directly or reimburse Escrow Agent for its willful misconduct or gross negligenceany and all expenses so incurred by Escrow Agent, so long as the including, without limitation, reasonable attorneys' fees incurred by Escrow Agent in any such action. Seller and Buyer acknowledge that Escrow Agent is acting hereunder solely as a convenience to the parties, and except for Escrow Agent's gross negligence or willful acts of misconduct, Seller and Buyer, jointly and severally, shall indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses and claims (including reasonably attorneys' fee actually incurred), of any nature whatsoever, by reason of or arising out of its acting as escrow agent hereunder. Escrow Agent may obtain the advice of counsel and shall be protected in any action taken in good faithfaith in accordance with such advice. The Parties hereby release Escrow Agent shall not be required to defend any legal proceedings that may be instituted against Escrow Agent in respect of this Agreement or the Escrow Fund unless requested to do so by the Seller and Buyer and indemnified to the satisfaction of the Escrow Agent from against the cost and expenses of such defense. Escrow Agent shall not be required to institute legal proceedings of any liability kind. Escrow Agent shall have no responsibility for the genuineness or validity of any error of judgment document or for other item submitted to Escrow Agent, and shall be protected in acting in accordance with any act done or omitted written instructions given 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, which have been 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 will hold, keep and deliver all documents and funds lodged hereunder by the parties with the Escrow Agent in accordance with the terms and provisions of this Contract. In the even of any litigation or controversy related to documents and funds lodged hereunder by the parties with the Escrow Agent, the Buyer and Seller will each be obligated to pay one-half of Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, fees and the costs incurred as a result of such litigation or controversy. Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencewill be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Contract, so long as the it being expressly understood that by acceptance of this Contract, Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error capacity 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 depository only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether funds lodged hereunder by the parties with the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money and will not be liable or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredresponsible for, the and Buyer and Seller hereby expressly indemnify and save and hold Escrow Agent may harmless against, any and all damages, losses or expenses unless same will have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement among the parties to this Contract, or among them or any of them and any other party resulting in any adverse claim and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent will be entitled to refuse to comply with any such claims or demands so long as the disagreement may continue; and in so refusing Escrow Agent will make no delivery or other disposition of any delivery of the monies then held by it under the terms of this Contract and may in so doing Escrow Agent will not become liable to anyone for such refusal; Escrow Agent will be entitled to 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 givenAdverse claimants will have been finally settled by binding arbitration or finally adjudicated by a court assuming and having jurisdiction over the monies involved herein or affected hereby, or a proceeding for (b) all differences will have been adjusted by agreement between or among the parties and Escrow Agent will have been notified in writing of such determination is not begunagreement signed by the parties hereto. Further, within thirty Escrow Agent will have the right at all times to pay all sums held by it (30i) days after notice to the Escrow Agent of such disputeappropriate party under the terms hereof, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a (ii) into any court of competent jurisdiction pending such determination. The after a dispute between or among the parties hereto has arisen, whereupon 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’s obligations hereunder will terminate.

Escrow Agent. (a) The Escrow Agent’s Agent covenants and agrees to perform all of the duties pursuant hereinbefore set forth which are applicable to the Escrow Agent unless then prohibited by a court of competent jurisdiction. (b) The duties of the Escrow Agent shall be restricted to those described in this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except not be bound by or responsible for the enforcement or interpretation of any other provisions of this Agreement with the exception of Sections 8. (c) The Vendor and the Purchaser shall jointly and severally indemnify and save harmless the Escrow Agent of and from all claims, demands, damage, loss and expense arising out of its willful misconduct or gross negligenceperformance of its duties hereunder, so long as PROVIDED that the Escrow Agent is acting not guilty of neglect or wilful default in good faiththe performance of said duties, and PROVIDED FURTHER THAT the Vendor and the Purchaser shall be liable to the other in respect of any liability incurred by it under the foregoing indemnity to the extent such liability is caused by an act or omission of the other. (d) The Escrow Agent may resign from its duties and responsibilities provided it gives both the Vendor and the Purchaser 30 days advance written notice. The Parties hereby release Upon receipt of notification of the Escrow Agent's intent to resign, the Vendor and the Purchaser must within such 30 day period jointly advise the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by a replacement escrow agent and instruct the Escrow Agent in to deliver the good faith performance Escrowed Shares to the replacement escrow agent. Should the Vendor and the Purchaser fail to agree on such replacement escrow agent within 30 days of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless fromsuch notice, any costs, liabilities, and expenses incurred by the Escrow Agent party may apply to a Judge 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 designate 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 determinationreplacement escrow agent. The Escrow Agent shall continue to be reimbursed for all costs bound by this Agreement until a replacement escrow agent is determined and expenses the Escrow Agent receives instructions to deliver the Escrowed Shares to such replacement escrow agent. The Vendor and the Purchaser agree to enter into an escrow agreement substantially in the form of such action this Agreement with any replacement escrow agent. (e) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt, statutory declaration or proceedingany paper or document furnished to it, including reasonable attorneys’ fees and disbursements, executed by the Party determined Vendor and the Purchaser, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be entitled genuine and what it purports to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, be and the Escrow Agent shall have no further liability not be required to determine the authenticity of signatures or obligation hereunder. The Escrow Agent shall the power and authority of any signatory to 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 hereofdocuments.

Escrow Agent. Section 23.01. Seller and Purchaser hereby designate “Escrow Agent” to receive and hold the Downpayment delivered herewith by Purchaser in accordance with Section 3 hereof, and Escrow Agent agrees to act as such Escrow Agent subject to the provisions of this Section 23. Upon receipt by Escrow Agent of the Downpayment, Escrow Agent shall cause the same to be deposited into Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature▇▇▇▇ (i.e., and the non-interest-bearing) account, it being agreed that Escrow Agent shall incur no liability whatsoever except not be liable for its (a) any loss of such investment (unless due to Escrow Agent’s gross negligence or willful misconduct misconduct) or gross negligence(b) any failure to attain a rate of return on such investment. Section 23.02. On receipt by Escrow Agent of a statement executed by Seller and Purchaser that title to the Property has closed under this Agreement, so long Escrow Agent shall promptly deliver such Downpayment to Seller. Section 23.03. On receipt by Escrow Agent of a statement executed by Purchaser prior to the Closing Date that title to the Property has not closed under this Agreement because of a default by Seller under this Agreement or because of Seller’s inability to convey title to the Property in accordance with the provisions of this Agreement or because any contingency contained in this Agreement has not been satisfied or waived, Escrow Agent shall, within ten (10) Business Days, deliver a copy of said statement to Seller and return such Downpayment to Purchaser on the tenth (10th) Business Day after receipt by Seller of said statement unless Escrow Agent, prior to such return, receives from Seller a statement contesting the accuracy of Purchaser’s statement and demanding retention of said Downpayment by Escrow Agent. Section 23.04. On receipt by Escrow Agent of a statement executed by Seller prior to the Closing Date that title to the Property has not closed under this Agreement because of a default by Purchaser under this Agreement, Escrow Agent shall within ten (10) Business Days deliver a copy of said statement to Purchaser and deliver such Downpayment to Seller on the tenth (10th) Business Day after receipt by Purchaser of such statement unless Escrow Agent, prior to such delivery, receives from Purchaser a statement contesting the accuracy of Seller’s statement and demanding retention of said Downpayment by Escrow Agent. Section 23.05. On receipt by Escrow Agent of a statement from Seller or Purchaser, as the case may be, under Sections 23.03 or 23.04 above, Escrow Agent shall retain the Downpayment and thereafter deliver the same to either Seller or Purchaser as Seller and Purchaser may jointly direct by a statement executed by them both, provided if there is acting in good faithany dispute with respect to the Downpayment, Escrow Agent may immediately and with notice to Seller and Purchaser, surrender said Downpayment to a court of competent jurisdiction for such disposition as may be directed by such court. Section 23.06. Upon delivery of the Downpayment to either Purchaser, Seller or a court of competent jurisdiction under and pursuant to the provisions of this Section 23, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Downpayment and any and all of its obligations arising therefrom. Section 23.07. The Parties hereby release the Escrow Agent from any liability shall not be liable for any error of judgment or for any act done or omitted to be done by it in good faith or for anything which it may in good faith do or refrain from doing in connection herewith or for any negligence other than its gross negligence, nor shall the Escrow Agent in be answerable for the good faith performance default or misconduct other than the willful misconduct of its duties hereunder and do each hereby indemnify the Escrow Agent againstagents, 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 hereunderattorneys or employees if they be selected with reasonable care. The Escrow Agent is authorized to act upon any document believed by it to be genuine and to be signed by the proper party or parties and will incur no liability in so acting. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, damage, liability, and expense (including attorney’s fees and disbursements) which may be incurred by reason of its acting as a stakeholder only Escrow Agent, provided the same is not the result of Escrow Agent’s gross negligence or willful misconduct. Purchaser acknowledges and agrees that Escrow Agent shall be entitled to represent Seller in any dispute 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 givenDownpayment, 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 determinationotherwise. Section 23.08. The Escrow Agent shall be reimbursed has executed this Agreement for all costs and expenses the sole purpose of agreeing to act as 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 terms of this Section 23. Section 23.09. The provisions hereofof this Section 23 shall survive the Closing or termination of this Agreement.

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 both Seller and Purchaser 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. 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 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 out-of-pocket attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties pursuant hereunder, except with respect to this Agreement are purely ministerial in nature, and actions or omissions taken or suffered by Escrow Agent 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. (a) The Escrow Agent’s Agent covenants and agrees to perform all of the duties pursuant hereinbefore set forth which are applicable to the Escrow Agent unless then prohibited by a court of competent jurisdiction. (b) The duties of the Escrow Agent shall be restricted to those described in this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except not be bound by or responsible for the enforcement or interpretation of any other provisions of this Agreement with the exception of Sections 10. (c) The Vendors and the Purchaser shall jointly and severally indemnify and save harmless the Escrow Agent of and from all claims, demands, damage, loss and expense arising out of its willful misconduct or gross negligenceperformance of its duties hereunder, so long as PROVIDED that the Escrow Agent is acting not guilty of neglect or wilful default in good faiththe performance of said duties, and PROVIDED FURTHER THAT the Vendors and the Purchaser shall be liable to the other in respect of any liability incurred by it under the foregoing indemnity to the extent such liability is caused by an act or omission of the other. (d) The Escrow Agent may resign from its duties and responsibilities provided it gives both the Representative and the Purchaser 30 days advance written notice. The Parties hereby release Upon receipt of notification of the Escrow Agent's intent to resign, the Representative and the Purchaser must within such 30 day period jointly advise the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by a replacement escrow agent and instruct the Escrow Agent in to deliver the good faith performance Escrowed Shares to the replacement escrow agent. Should the Representative and the Purchaser fail to agree on such replacement escrow agent within 30 days of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless fromsuch notice, any costs, liabilities, and expenses incurred by the Escrow Agent party may apply to a Judge 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 designate 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 determinationreplacement escrow agent. The Escrow Agent shall continue to be reimbursed for all costs bound by this Agreement until a replacement escrow agent is determined and expenses the Escrow Agent receives instructions to deliver the Escrowed Shares to such replacement escrow agent. The Vendors and the Purchaser agree to enter into an escrow agreement substantially in the form of such action this Agreement with any replacement escrow agent. (e) The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt, statutory declaration or proceedingany paper or document furnished to it, including reasonable attorneys’ fees and disbursements, executed by the Party determined Purchaser and the Vendors or the Representative, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and acceptability of any information therein contained, which it in good faith believes to be entitled genuine and what it purports to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, be and the Escrow Agent shall have no further liability not be required to determine the authenticity of signatures or obligation hereunder. The Escrow Agent shall the power and authority of any signatory to 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 hereofdocuments.

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 proceeds of 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 ▇E▇▇▇▇▇▇ 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 as if for any other reason Escrow Agent in good faith shall elect not to whom 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, only after dispute of the parties or this 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. 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 E▇▇▇▇▇ Money Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be deliveredthe agent of either of the parties, the and that Escrow Agent may refuse shall not be liable to make either of the parties for any delivery 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 may continue to 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 E▇▇▇▇▇ Money until receipt Agent's duties hereunder, except with respect to actions or omissions taken or suffered by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orbad faith, in willful disregard of this contract or involving negligence on the absence part 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 hereofAgent.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, All fees and expenses including attorney's fees of the Escrow Agent shall incur no liability whatsoever except for incurred in entering into this Agreement and in the ordinary course of performing its willful misconduct or gross negligence, so long as responsibilities (in accordance with the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error attached fee schedule which may be subject to change annually) hereunder will be paid by Buyer upon receipt of judgment or for any act done or omitted to be done a written invoice by the Escrow Agent in the good faith performance of its duties hereunder Agent. Any extraordinary fees and do each hereby indemnify the Escrow Agent againstexpenses including attorney's fees, and shall hold, save, and defend the Escrow Agent harmless from, including without limitation any costs, liabilities, and fees or expenses incurred by the Escrow Agent in serving as connection with a dispute over the distribution of Escrow Amount or the validity of a Claim or Claims by Buyer will be paid by the non-prevailing party in such dispute, provided, however, if ------------------ neither party has clearly prevailed, the arbitrator may apportion such fees and expenses between Buyer and the Holders, subject to the provisions of Section 4(f). The Holders' liability for the extraordinary fees and expenses of the Escrow Agent may be paid by Buyer and recovered as a Claim hereunder out of the Escrow Fund. If Buyer has paid the Holders' portion of such fees and in faithfully discharging its duties and obligations hereunder. The expenses as permitted under this Section 6(a) then the Escrow Agent will, upon demand by Buyer, transfer to Buyer a portion of the Escrow Amount equal to such portion of fees and expenses. In the event the balance in the Escrow Fund is acting not sufficient to pay the extraordinary fees and expenses of the Escrow Agent, as a stakeholder only described in the prior paragraph, or in the event the Escrow Agent incurs any liability by reason of its acceptance or administration of this Escrow Agreement, Buyer and the Holders, jointly and severally as between Buyer and the Holders collectively, and severally and not jointly as among the Holders individually, agree to indemnify the Escrow Agent, its officers, directors and employees, against any such liability or for its extraordinary fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent's gross negligence, bad faith or willful misconduct. Buyer and the Holders, jointly and severally as between Buyer and the Holders collectively, and severally and not jointly as among the Holders individually, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as holding and payment of Escrow Amount under this Agreement, and to whether indemnify and hold the Escrow Agent is obligated harmless from and against any taxes, additions of late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. Buyer and the Holders undertake to deliver instruct the ▇▇▇▇▇▇▇ Money Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Buyer and the Holders, jointly and severally as between Buyer and Holders collectively, and severally and not jointly as among the Holders individually, agree to whom indemnify and hold the ▇▇▇▇▇▇▇ Money is Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to be deliveredwithhold or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent be or become subject in connection with or which arises out of an authorization in writingthis Agreement, 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 including costs and expenses of such action or proceeding, (including reasonable attorneys’ fees legal fees), interest 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 hereofpenalties.

Escrow Agent. (a) The Letter of Credit shall be held in escrow by Escrow Agent’s duties Agent and released on the terms hereinafter set forth. (b) If Escrow Agent receives notice from Purchaser or Purchaser's attorney that Purchaser has terminated this Agreement pursuant to Paragraph 5 or 13 hereof, Escrow Agent shall immediately return the Letter of Credit to Purchaser without application of Paragraph 23(f), (h) and (i); (c) At the Closing, Escrow Agent shall deliver the Letter of Credit to Purchaser. (d) Any notice(s) to and from Escrow Agent shall be given in accordance with Paragraph 16 hereof. (e) If Escrow Agent receives a notice signed by Seller or Seller's attorney stating that Purchaser has defaulted in the performance of its obligations pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no deliver a copy of such notice to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall forward a copy thereof to Seller. (f) If Escrow Agent receives a notice signed by Purchaser or Purchaser's attorney stating that this Agreement has been canceled or terminated and that Purchaser is entitled to the Letter of Credit, or that Seller has defaulted in the performance of its obligations pursuant to this Agreement, Escrow Agent shall deliver a copy of such notice to Seller. If Escrow Agent shall not have received notice of objection from Seller within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall forward a copy thereof to Purchaser. (g) If Escrow Agent receives notice from either party authorizing delivery of the Letter of Credit to the other party, Escrow Agent shall deliver the Letter of Credit in accordance with such instructions. (h) If Escrow Agent receives a notice of objection as aforesaid, Escrow Agent shall convert the Letter of Credit to cash and hold such proceeds in an interest bearing FDIC insured bank in New Jersey until Escrow Agent receives either: (i) a notice signed by both Seller and Purchaser stating who is entitled to the Letter of Credit; or (ii) a final order of a court of competent jurisdiction directing disbursement in a specific manner, in either of which events Escrow Agent shall deliver the Letter of Credit in accordance herewith or 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 requests or demands until and unless it has received a direction of the nature described in (i) or (ii) above. (i) Notwithstanding the foregoing provisions of Subparagraph (g) above, if Escrow Agent shall have received a notice of objection as aforesaid, or shall have received at any time before actual delivery of the Letter of Credit, a notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Letter of Credit has been commenced, Escrow Agent shall have the right, upon notice to both Seller and Purchaser to deposit the Letter of Credit with the Clerk of the Court in which any litigation is pending, whereupon Escrow Agent shall be released of and from all liability whatsoever hereunder except for its any previous gross negligence or willful misconduct or gross negligence, so long as the default. (j) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability 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 gross negligence. (k) 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, instructions or other instrument furnished to it or deposited with it, or for the form of execution of any thereof, or for the identity or authority of any person depositing or furnishing same. (l) 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 notice or advice 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 proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty do so. (30m) 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 entitled to consult with counsel in connection with its duties hereunder, including attorneys at its firm. The parties shall reimburse Escrow Agent, jointly and severally, for all costs and expenses of such action or proceedingincurred by Escrow Agent in performing its duties as Escrow Agent including, including but not limited to, reasonable attorneys’ ' fees (either paid to retained attorneys or amounts representing the fair value of services rendered to itself). (n) The terms and disbursementsprovisions of this Paragraph shall create no right in any person, by firm or corporation other than the Party determined not parties hereto and their respective successors or assigns, and no third party shall have the right to be entitled enforce or benefit from the terms hereof. (o) In the event of any dispute, disagreement or suit between Seller and Purchaser, whether pertaining to the ▇▇▇▇▇▇▇ Money. Upon making delivery Letter of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedCredit, the this Agreement or otherwise, Escrow Agent shall have no further liability the right to represent or obligation hereunder. The otherwise serve as attorneys for Seller. (p) Escrow Agent is 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 execute so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Receipt attached hereto in order Agent shall file Form 1099 information return and send the statement to confirm that it has received Seller as required under the ▇▇▇▇▇▇▇ Money aforementioned statute and is holding regulation. (q) The applicable provisions of this Paragraph shall survive the same on deposit in accordance with the provisions hereofClosing or termination of this Agreement.

Escrow Agent. (a) The Letter of Credit shall be held in escrow by Escrow Agent’s duties Agent and released on the terms hereinafter set forth. (b) If Escrow Agent receives notice from Purchaser or Purchaser's attorney that Purchaser has terminated this Agreement pursuant to Paragraphs 4, 5, or 13 hereof, then Escrow Agent shall immediately return the Letter of Credit to Purchaser without the applicability of Paragraphs 26(e), (g) and (h). (c) At the Closing, Escrow Agent shall deliver the Letter of Credit to Purchaser. (d) Any notice(s) to and from Escrow Agent shall be given in accordance with Paragraph 16 hereof. (e) If Escrow Agent receives a notice signed by Sellers or Sellers attorney stating that Purchaser has defaulted in the performance of its obligations pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except deliver a copy of such notice to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Sellers. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall forward a copy thereof to Sellers. (f) If Escrow Agent receives a notice signed by Purchaser or Purchaser's attorney stating that this Agreement has been canceled or terminated and that Purchaser is entitled to the Letter of Credit, or that Sellers have defaulted in the performance of their obligations pursuant to this Agreement, Escrow Agent shall deliver a copy of such notice to Sellers. If Escrow Agent shall not have received notice of objection from Sellers within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Sellers as aforesaid, Escrow Agent promptly shall forward a copy thereof to Purchaser. (g) If Escrow Agent receives notice from either party authorizing delivery of the Letter of Credit to the other party, (h) If Escrow Agent receives a notice of objection as aforesaid, Escrow Agent shall convert the Letter of Credit to cash and hold such proceeds in an interest bearing FDIC insured bank in New Jersey until Escrow Agent receives either: (i) a notice signed by both Sellers and Purchaser stating who is entitled to the Letter of Credit; or (ii) a final order of a court of competent jurisdiction directing disbursement in a specific manner, in either of which events Escrow Agent shall deliver the Letter of Credit in accordance herewith or in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its willful misconduct refusal to comply with any requests or gross negligencedemands until and unless it has received a direction of the nature described in (i) or (ii) above. (i) Notwithstanding the foregoing provisions of Subparagraph (g) above, so long as the if Escrow Agent is acting in good faith. The Parties hereby release shall have received a notice of objection as aforesaid, or shall have received at any time before actual delivery of the Letter of Credit, a notice signed by either Sellers or Purchaser advising that litigation between Sellers and Purchaser over entitlement to the Letter of Credit has been commenced, Escrow Agent shall have the right, upon notice to both Sellers and Purchaser to deposit the Letter of Credit with the Clerk of the Court in which any litigation is pending, whereupon Escrow Agent shall be released of and from any liability all (j) 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 gross negligence. (k) 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, instructions or other instrument furnished to it or deposited with it, or for the form of execution of any thereof, or for the identity or authority of any person depositing or furnishing same. (l) 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 notice or advice 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 proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty do so. (30m) 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 entitled to consult with counsel in connection with its duties hereunder, including attorneys at its firm. The parties shall reimburse Escrow Agent, jointly and severally, for all costs and expenses incurred by (n) The terms and provisions of such action this Paragraph shall create no right in any person, firm or proceedingcorporation other than the parties hereto and their respective successors or assigns, including reasonable attorneys’ fees and disbursementsno third party shall have the right to enforce or benefit from the terms hereof. (o) In the event of any dispute, by the Party determined not to be entitled disagreement or suit between Sellers and Purchaser, whether pertaining to the ▇▇▇▇▇▇▇ Money. Upon making delivery Letter of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedCredit, the this Agreement or otherwise, Escrow Agent shall have no further liability the right to represent or obligation hereunder. The otherwise serve as attorneys for Sellers. (p) Escrow Agent is 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 execute so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Receipt attached hereto in order Agent shall file Form 1099 information return and send the statement to confirm that it has received Sellers as required under the ▇▇▇▇▇▇▇ Money aforementioned statute and is holding the same on deposit in accordance with the provisions hereofregulation.

Escrow Agent. Escrow Agent’s duties pursuant to (a) Except as expressly contemplated by this Agreement are purely ministerial in natureor by joint written instructions from the Purchaser and the Seller, and the Escrow Agent shall incur no liability whatsoever not sell, transfer or otherwise dispose of in any manner the Holdback Escrow, and any interest accrued thereon, except for its willful misconduct or gross negligence, so long as pursuant to an order of a court of competent jurisdiction. (b) The duties and obligations of the Escrow Agent shall be determined solely by this Agreement. (c) Escrow Agent is acting in good faith. The Parties hereby release the hereunder without charge as an accommodation to Seller and Purchaser, it being understood and agreed that Escrow Agent from any liability shall not be liable for any error of in judgment or for any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be done genuine and purporting to be signed and presented by any person or persons purporting to have authority to act on behalf of Seller or Purchaser, as the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstcase may be, and shall hold, save, and defend not be liable in connection with the performance of any duties imposed upon Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the provisions of this Agreement, except for Escrow Agent’s own negligence, willful misconduct or default. Escrow Agent in serving as shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Agent’s duties hereunder and in faithfully discharging its duties and obligations hereunder. The are affected, unless Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Moneyshall have given prior written consent thereto. 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 by Seller and Purchaser for any actual out-of-pocket expenses (including reasonable legal fees and disbursements of outside counsel), including all costs of Escrow Agent’s fees and expenses of with respect to any interpleader action incurred in connection with this Agreement, and such action or proceedingliability shall be joint and several; provided, including reasonable attorneys’ fees however, that, as between Purchaser and disbursementsSeller, by the Party determined not to prevailing party in any dispute over the Holdback Escrow shall be entitled to reimbursement by the ▇▇▇▇▇▇▇ Moneylosing party of any such expenses paid to Escrow Agent. Upon making In the event that Escrow Agent shall be uncertain as to Escrow Agent’s duties or rights hereunder, or shall receive instructions from Purchaser or Seller that, in Escrow Agent’s opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold the Holdback Escrow, and any interest accrued thereon, and may decline to take any other action. After delivery of the ▇▇▇▇▇▇▇ Money Holdback Escrow, and any interest accrued thereon, in any of the manners herein providedaccordance herewith, the Escrow Agent shall have no further liability or obligation of any kind whatsoever. (d) Escrow Agent shall have the right at any time to resign upon ten (10) Business Days’ prior notice to Seller and Purchaser. Seller and Purchaser shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the name and address of such successor Escrow Agent within ten (10) Business Days after receipt of notice of Escrow Agent of its intent to resign. If Escrow Agent has not received notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Seller and Purchaser a bank or trust company licensed to do business in the State of New York and having a branch located in New York County to act as successor Escrow Agent hereunder. The At any time after the ten (10) Business Day period, Escrow Agent shall have the right to deliver the Holdback Escrow, and any interest accrued thereon, to any successor Escrow Agent selected hereunder, provided such successor Escrow Agent shall execute and deliver to Seller and Purchaser an assumption agreement whereby it assumes all of Escrow Agent’s obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Receipt attached hereto in order to confirm that it has received Agent for all purposes hereunder and shall have all of the ▇▇▇▇▇▇▇ Money rights and is holding obligations of Escrow Agent hereunder, and the same on deposit in accordance with the provisions hereofresigning Escrow Agent shall have no further responsibilities or obligations hereunder.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, Seller 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 all sales of the Securities(the "Funds") and the Securities (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 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) The obligations of the Escrow Agent’s Agent are those specifically provided in this Escrow Agreement, and the Escrow Agent shall have no liability under, or duty to inquire into the terms and provisions of, any other agreement including, without limitation, the License Agreement. The duties pursuant to this Agreement of the Escrow Agent are purely ministerial in nature, and it shall not incur any liability whatsoever, except for willful misconduct, gross negligence or breach of Article 9(d). ------------------------ *** Material is confidential and has been omitted and filed separately with the Securities and Exchange Commission. (b) The Escrow Agent shall not have any responsibility for the genuineness or validity of any document or other item deposited with it or of any signature thereon and shall not have any liability for acting in accordance with any written instructions or certificates given to it hereunder and believed by it to be signed by the proper parties. If the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencereceive conflicting instructions, 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 it shall advise FEMCARE 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 PPTI 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 proceedingfact. If such written authorization is not given, or a proceeding for such determination is not begun, within FEMCARE and PPTI shall have thirty (30) days after notice to resolve the conflicting instructions and jointly notify the Escrow Agent. If the Escrow Agent of is not timely jointly notified, it may at any time thereafter submit such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave conflict 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 arbitration in accordance with the provisions of Section 10(c). (c) The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving at least 30 days' notice of such resignation to FEMCARE and PPTI, specifying a date upon which such resignation shall take effect; provided, however, that the Escrow Agent shall continue to serve until its successor accepts the appointment as new Escrow Agent. Upon receipt of such notice, a successor escrow agent shall be appointed by FEMCARE and PPTI, such successor escrow agent to become the Escrow Agent hereunder on the resignation date specified in such notice. If an instrument of acceptance by a successor escrow agent shall not have been delivered to the Escrow Agent within 40 days after the giving of such notice of resignation, the resigning Escrow Agent may at the expense of FEMCARE request that an arbitrator appoint a successor escrow agent in accordance with the provisions of Section 10(c). FEMCARE and PPTI, acting jointly, may at any time substitute a new escrow agent by giving 10 days' notice thereof to the current Escrow Agent then acting and paying all expenses of the current Escrow Agent. (d) The Escrow Agent hereby agrees: i. to maintain the Escrow Material and all information and/or documentation coming into its possession or to its knowledge under this Escrow Agreement in strictest confidence and secrecy; ii. not to make use of the Escrow Materials other than for the performance of its obligations under this Escrow Agreement and shall not disclose or release the same to any party other than in accordance with the terms hereof; and iii. that the obligations imposed hereunder shall continue, notwithstanding release of the Escrow Materials or termination of this Escrow Agreement, until or unless as the Escrow Materials falls within the public domain, through no fault of the Escrow Agent.

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. First American Title Insurance Company hereby agrees to act as Escrow Agent’s duties pursuant to this Agreement are purely ministerial Agent in nature, accordance with the terms and the conditions hereof. INITIAL DEPOSIT/ADDITIONAL DEPOSITS. 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 receive an initial deposit in the good faith performance amount 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 Any additional amounts deposited 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 added to the initial deposit and together with the initial deposit and all interest and other earnings thereon shall be referred to herein collectively as the “Escrow Fund”. DEPOSITS OF FUNDS. All checks, money orders or drafts will be processed for all costs collection in the normal course of business. Escrow Agent may initially deposit such funds in its custodial or escrow accounts which may result in the funds being commingled with escrow funds of others for a time; however, as soon as the Escrow Fund has been credited as collected funds to Escrow Agent’s account, then Escrow Agent shall immediately deposit the Escrow Fund into an interest bearing account with any reputable trust company, bank, savings bank, savings association, or other financial services entity approved by Seller and expenses of such action or proceedingPurchaser, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyunreasonably withheld. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Deposits held by Escrow Agent shall have be subject to the provisions of applicable state statutes governing unclaimed property. Seller and Purchaser will execute the appropriate Internal Revenue Service documentation for the giving of taxpayer identification information relating to this account. Seller and Purchaser do hereby certify that each is aware the Federal Deposit Insurance Corporation coverages apply to a maximum amount of $250,000.00 per depositor. Further, Seller and Purchaser understand that Escrow Agent assumes no further liability responsibility for, nor will Seller or obligation hereunderPurchaser hold same liable for any loss occurring which arises from a situation or event under the Federal Deposit Insurance Corporation coverages. The All interest will accrue to and be reported to the Internal Revenue Service for the account of Purchaser, at the address set forth in Section 10.1 of the Agreement, Tax Identification No: . Escrow Agent shall execute not be responsible for any penalties, or loss of principal or interest, or any delays in the Escrow Receipt attached hereto in order withdrawal of the funds which may be imposed by the depository institution as a result of the making or redeeming of the investment pursuant to confirm that it has received the ▇▇▇▇▇▇▇ Money Seller and is holding the same on deposit in accordance with the provisions hereofPurchaser instructions.

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. 6.1 The duties of the Escrow Agent’s duties Agent hereunder shall be entirely administrative and not discretionary. The Escrow Agent shall be obligated to act only in accordance with written instructions received by it as provided in this Escrow Agreement and is authorized hereby to comply with any orders, judgments or decrees of any court and shall not be liable as a result of its compliance with the same. 6.2 As to any legal questions arising in connection with the administration of this Escrow Agreement, the Escrow Agent may rely absolutely upon the opinions given to it by its counsel and shall be free of liability for acting in reliance on such opinions. 6.3 The Escrow Agent may rely absolutely upon the genuineness and authorization of the signature and purported signature of any party upon any instruction, notice, release, receipt or other document delivered to it pursuant to this Agreement are purely ministerial in nature, and the Escrow Agreement. 6.4 The Escrow Agent shall incur no liability whatsoever except for its willful misconduct may, as a condition to the disbursement of monies or gross negligencedisposition of securities as provided herein, so long as require from the Escrow Agent is acting in good faith. The Parties hereby payee or recipient a receipt therefor and, upon final payment or disposition, a release of the Escrow Agent from any liability for any error arising out of judgment its execution or for any act done or omitted performance of this Escrow Agreement, such release 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 form satisfactory 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. Agent. 6.5 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 refrain from taking any action contemplated by this Escrow Agreement in the ▇▇▇▇▇▇▇ Money. Upon making delivery event it becomes aware of any dispute between Semtech and the ▇▇▇▇▇▇▇ Money in Shareholders (other than a dispute subject to the provisions of Section 3 of this Escrow Agreement) as to any material facts or as to the happening of the manners herein provided, any event precedent to such action. 6.6 Semtech agrees to pay the Escrow Agent shall have no a fee as set forth in Exhibit B attached hereto for its services hereunder, to be paid upon the --------- execution of this Escrow Agreement, and further liability or obligation hereunder. The agrees to reimburse the Escrow Agent shall execute the Escrow Receipt attached hereto for all reasonable out-of-pocket expenses incurred in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance connection with the provisions hereofservices provided hereunder.

Escrow Agent. Seller and Buyer agree: (i) Escrow Agent’s duties pursuant , acting as the escrow agent under this Agreement, shall establish accounts and disburse the Deposit together with all interest earned thereon (collectively, the "Escrow Funds") in accordance with this Agreement. (ii) Nothing herein contained shall be deemed to this Agreement are purely ministerial in nature, impose any duty upon Escrow Agent to exercise discretion. Buyer and the Seller intend that Escrow Agent shall incur not be obligated to act except upon written instructions or directions signed by both Buyer and Seller. Escrow Agent shall be fully protected for any act or failure to act undertaken in good faith and shall suffer no liability for any act or failure to act taken on advice of its counsel. Escrow Agent may act and shall not incur any liability whatsoever except for its willful misconduct acting upon any notice, direction or gross negligence, so long as other document purporting and believed by Escrow Agent to be genuine and signed and presented by the proper person or persons. (iii) Escrow Agent shall be bound only by modifications of this Agreement that are in writing and signed by Escrow Agent. Escrow Agent shall not be bound by any agreement between Buyer and Seller whether it has knowledge of the existence of such agreement or not. (iv) In the event of dispute concerning the Escrow Funds, Escrow Agent is acting in good faith. The Parties hereby shall not release the Escrow Agent Funds except by instructions mutually given by both parties in writing or a court order from any liability for any error of judgment or for any act done or omitted to be done by the Plymouth County (Massachusetts) Superior Court (the "Court"), and, thereupon, 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, cease to have 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 Escrow Funds. (v) Escrow Agent shall not be required to determine the amount or validity of any claim made by Buyer or Seller against the other, Escrow Agent's sole responsibility being to deliver the Escrow Funds to Seller or Buyer or to release the Escrow Funds pursuant to an order from the Court. (vi) Buyer and Seller agree to jointly and severally indemnify and hold Escrow Agent harmless from and against all liability, loss, cost, damage or expense, including attorneys' fees and disbursements, in connection with any action, suit or other proceeding involving any claim which in any way relates to or arises out of this Agreement or the services of Escrow Agent hereunder, except such as result from the bad faith, willful default or gross negligence of Escrow Agent. (vii) The parties hereby acknowledge and agree that Rackemann, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or , P.C. ("RS&B") has acted and is acting as counsel to whom Seller, and has acted and shall continue to act as counsel to Seller in connection with this Agreement and the ▇▇▇▇▇▇▇ Money transaction related hereto and contemplated hereby. It is to be delivered, the Escrow Agent may refuse to make any delivery and further agreed that RS&B may continue to hold represent Seller in connection with such transaction and in any dispute or litigation which may arise between the ▇▇▇▇▇▇▇ Money until receipt by the parties related thereto, notwithstanding that RS&B is also acting as 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 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’s duties (a) If Seller or Purchaser claims that it is entitled to receive all or any portion of the Deposit pursuant to the terms of this Agreement are purely ministerial Agreement, that party shall notify Escrow Agent in naturewriting and shall simultaneously deliver written notice of its claim to the other party. Except as set forth below, and if Escrow Agent does not receive a written objection from or on behalf of the other party within ten (10) days after receipt of the claiming party’s notice, Escrow Agent shall incur no liability whatsoever except for its willful misconduct deliver to the claiming party all or gross negligence, so long as that portion of the Deposit claimed by the claiming party. If Escrow Agent is acting in good faith. The Parties hereby release the receives conflicting instructions or claims from Seller and Purchaser, 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 Deposit until receipt by the Escrow Agent of an authorization in writing, signed jointly directed by Seller and BuyerPurchaser or until otherwise directed by a court of competent jurisdiction. Notwithstanding the foregoing, directing Escrow Agent shall rely upon and follow the disposition sole instruction of the ▇▇▇▇▇▇▇ Money, or, Purchaser in the absence event Purchaser requests the Deposit upon a termination pursuant to Sections 2.1, 2.2 or 7.2 of such written authorization, the this Agreement. Escrow Agent may hold at any time discharge its duties hereunder by depositing 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 Deposit with a court of competent jurisdiction pending such determination. and notifying Seller and Purchaser. (b) The parties acknowledge that Escrow Agent is holding the Deposit solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be reimbursed deemed to be the agent of either party in carrying out its role as escrow agent hereunder, and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken in willful disregard of this Agreement or involving its gross negligence or willful misconduct. Seller and Purchaser jointly and severally indemnify and hold Escrow Agent harmless from and against any and all costs claims, liabilities and out-of-pocket expenses of such action or proceeding, (including reasonable out-of-pocket 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 disbursements and court costs) which Escrow Agent shall have no further liability may incur in connection with the performance of its duties hereunder, except with respect to actions or obligation hereunder. The omissions taken by Escrow Agent shall execute the in willful disregard of this Agreement or involving Escrow Receipt attached hereto in order Agent’s gross negligence or willful misconduct. (c) Escrow Agent has acknowledged its agreement to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit act as escrow agent in accordance with this Agreement by signing in the provisions hereofplace indicated on the signature page of this Agreement. (d) Since the Deposit will be held in an interest bearing escrow account, Seller and Purchaser each agree to deliver to Escrow Agent a IRS Form W-9 upon the execution and delivery of this Agreement. All interest earned on the Deposit shall be deemed to have been earned by the party to whom such interest is received pursuant to 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 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 hereunderwithout jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed. The Seller and Purchaser jointly and severally agree to defend (by attorneys selected by Escrow Agent), indemnify and hold Escrow Agent shall execute the Escrow Receipt attached hereto harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance connection with the provisions hereofperformance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith or in willful disregard of this Agreement 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 (i) 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 accept the ▇▇▇▇▇▇▇ Money. If there Money with the understanding of the parties that 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 dispute as liability for the performance or non-performance of Buyer or Seller hereunder to whether either of them. (ii) The Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to the Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (iii) The Escrow Agent shall not be bound in any way by any other agreement or understanding between the parties hereto, whether or not the Escrow Agent has knowledge thereof or consents thereto unless such consent is obligated given in writing. (iv) The Escrow Agent’s sole duties and responsibilities under as escrow agent for the ▇▇▇▇▇▇▇ Money shall be to hold and disburse the ▇▇▇▇▇▇▇ Money in accordance with this Agreement. (v) The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud or gross negligence of the Escrow Agent. (vi) Upon the disbursement of the ▇▇▇▇▇▇▇ Money in accordance with this Agreement, the Escrow Agent shall be relieved and released from any liability under this Agreement. (vii) The Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, prior to the effective date of such resignation, the parties hereto shall all have approved, in writing, a successor escrow agent, then upon the resignation of the Escrow Agent, the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money or as to whom such successor escrow agent. From and after such resignation and the delivery of the ▇▇▇▇▇▇▇ Money is to be deliveredsuch successor escrow agent, the Escrow Agent may refuse to make any delivery shall be fully relieved of all of its duties, responsibilities and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed 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 proceedingappointed successor escrow agent. If for any reason the parties hereto shall not approve a successor escrow agent within 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 disputeperiod, the Escrow Agent may bring an any appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in with a court of competent jurisdiction jurisdiction, pending the approval of a successor escrow agent, and upon such determination. The deposit the Escrow Agent shall be reimbursed fully relieved of all of its duties, responsibilities and obligations under this Agreement. (viii) Seller and Buyer hereby agree to, jointly and severally, indemnify, defend and hold the Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, the Escrow Agent (including reasonably attorneys’ fees, expenses and court costs) by reason of the Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement in its capacity as escrow agent for the ▇▇▇▇▇▇▇ Money or in carrying out the terms of this Agreement, except as a result of the Escrow Agent’s fraud or gross negligence. (ix) If for any reason either Seller or Buyer makes a written demand upon Escrow Agent for payment of the ▇▇▇▇▇▇▇ Money, or if Escrow Agent intends to pay such ▇▇▇▇▇▇▇ Money over to either party, Escrow Agent shall give at least ten (10) days’ written notice to the other party of such demand and of its intention to pay over the ▇▇▇▇▇▇▇ Money to the other party on a stated date. If Escrow Agent does not receive a written objection to the proposed payment, Escrow Agent is hereby authorized and directed to make such payment. If such other party delivers to Escrow Agent written objection to such payment before the proposed payment date, Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money until otherwise directed by written instructions by all costs and expenses parties or a final decision of a court of competent jurisdiction. In the event of such dispute, Escrow Agent may deposit the ▇▇▇▇▇▇▇ Money with an appropriate court of competent jurisdiction and, after giving written notice of such action or proceedingto the parties, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled Escrow Agent shall have no further obligations with respect to the ▇▇▇▇▇▇▇ Money. Upon making delivery . (x) The Escrow Agent shall not have any liability or obligation for loss of all or any portion of the ▇▇▇▇▇▇▇ Money in any by reason of the manners herein provided, insolvency or failure of the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute institution of depository with whom the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and escrow account is holding the same on deposit in accordance with the provisions hereofmaintained.

Escrow Agent. (a) The Deposit shall be held in escrow by Escrow Agent in one or more interest-bearing, federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth. (b) When Closing has occurred, Escrow Agent shall deliver the Deposit to Seller. (c) If Escrow Agent receives a request for the Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within five (5) business days after Escrow Agent has forwarded such request, 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 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 submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Seller. If Escrow Agent shall not have received notice of objection from Seller within five (5) business days after Escrow Agent has forwarded such request, 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 sufficient only if given in the manner set forth in Paragraph 14 hereof and received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Purchaser and/or Seller to Escrow Agent, shall be addressed to Escrow Agent and to the Party to receive such notice at its address as set forth in Paragraphs 3 or 14 hereof. (f) 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 16(c) or 16(d) hereof within the time therein prescribed, Escrow Agent shall not comply with any requests or demands it may have received it 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 (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Paragraph 16(g) above, if Escrow Agent shall have received a notice of objection as provided for in Paragraphs 16(c) or 16(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 which any litigation is pending, and/or (ii) 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 whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful default. (i) Escrow Agent shall have the right to represent Seller in any dispute between the parties relating to the Deposit, any other aspect of this Agreement or otherwise. (j) Escrow Agent shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent 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. (k) 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 duties pursuant to this Agreement are purely ministerial opinion, would or might involve it in natureany cost, and the expense, loss or liability unless, as often as Escrow Agent may require, Escrow Agent shall incur no liability whatsoever except for its willful misconduct be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or gross negligence, so long as the liability. (l) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability 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 gross negligence. (m) 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. (n) 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 gross negligence or willful misconduct. (o) The terms and provisions of this Paragraph 16 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. (p) The provisions of this Paragraph 16 shall survive Closing or the termination of this Agreement for any reason.

Escrow Agent. The escrow of the Escrow Agent’s duties pursuant Deposit shall be subject to the following provisions: 9.15.1.1. The parties hereto have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the Escrow Deposit in accordance with the terms of this Agreement are purely ministerial in natureAgreement, and as such, the payment of the Escrow Deposit to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as be determined solely by the express provisions of this Agreement. 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 againstconsidered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall holdnot be responsible or liable in any manner whatsoever for the sufficiency, savemanner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and defend as required hereunder, without any necessity of verifying the authority therefore. The Escrow Agent shall have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect 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 Agent’s rights or obligations hereunder. The Escrow Agent hereby agrees to serve as the “real estate reporting person” (as such term is acting defined in Section 6045(e) of the Internal Revenue Code of 1986, as a stakeholder only with respect to amended (the ▇▇▇▇▇▇▇ Money“Code”)). 9.15.1.2. 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 deliveredAt Closing, the Escrow Agent may refuse Deposit shall be paid to make any delivery Seller and may continue applied to hold the ▇▇▇▇▇▇▇ Money until Purchase Price. Upon the receipt by the Escrow Agent of a written notice from either Seller or Purchaser stating that an authorization event has occurred under this Agreement entitling the party delivering such notice to the Escrow Deposit, the Escrow Agent shall deliver written notice (the “Demand Notice”) thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Escrow Agent within ten (10) days following receipt by such other party of the Demand Notice, the Escrow Agent shall deliver the Escrow Deposit to the party initially requesting the Escrow Deposit. The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in writing, signed good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent harmless and indemnify the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent’s gross negligence or willful misconduct. It is further understood by Seller and BuyerPurchaser that if, directing as a result of any disagreement between them or adverse demands and claims being made by any of them upon the disposition of Escrow Agent, or if the ▇▇▇▇▇▇▇ Money, or, Escrow Agent otherwise shall become involved in the absence of such written authorizationlitigation with respect to this Agreement, 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 deposit the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in Deposit with 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 and/or in accordance with the provisions hereoforder of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the Escrow Agent and shall reimburse the Escrow Agent on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party.

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 . At the Closing, proceeds of the ▇▇▇▇▇▇▇ Money shall be paid by Escrow Agent to this Agreement are purely ministerial in natureSeller. If for any reason the Closing does not occur and either party makes a written demand upon Escrow Agent for payment of such amount, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencegive 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, so long as the Escrow Agent is acting in good faithhereby authorized to make such payment. The Parties hereby release the If Escrow Agent from any liability does receive such written objection within such ten (10) day period or if for any error of judgment or for any act done or omitted to be done by the other reason Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the shall elect not to make such payment, Escrow Agent againstshall 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, and shall hold, save, and defend the Escrow Agent harmless fromshall have the right, only after dispute of the parties or this contract fails due to its terms, to deposit the escrowed proceeds with the clerk of any costs, liabilities, and expenses incurred by applicable court of the county in which the Premises is located. Escrow Agent in serving as shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrow Agent hereunder shall be relieved and in faithfully discharging its duties discharged of all further obligations and obligations responsibilities hereunder. The status of Escrow Agent is as Seller’s counsel in this transaction shall not disqualify such law firm from acting as a stakeholder only Escrow Agent, or from representing Seller in connection with this transaction, the matters contemplated herein, or any disputes between Seller and Purchaser that may arise out of this transaction, including, without limitation, any dispute with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇. 18.2 The parties acknowledge that ▇▇▇▇▇▇ Money 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 as to whom 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 ▇▇▇▇▇▇ Money is Agent's duties hereunder, except with respect to be delivered, the actions or omissions taken or suffered by 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, orbad faith, in willful disregard of this contract or involving gross negligence on the absence part 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 hereofAgent.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent The E▇▇▇▇▇▇ Money 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 Escrow Agent in until the good faith performance Closing Date or sooner termination of its duties hereunder this Agreement and do each hereby indemnify the Escrow Agent againstshall deposit the E▇▇▇▇▇▇ Money in an IOLTA Trust Account in which all interest is paid to the SC Bar Foundation. In the event the Closing shall occur in accordance with the provisions of this Agreement, then, Seller and Buyer shall hold, save, and defend the deliver to Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the written instructions directing Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderto deliver the E▇▇▇▇▇▇ Money to Seller. The Escrow Agent is acting as a stakeholder only with respect Subject to the provisions of Section 6 of this Agreement governing return of the E▇▇▇▇▇▇ Money following Buyer’s termination prior to the expiration of the Inspection Period, if, for any reason, the Closing does not occur pursuant to the provisions of this Agreement and either party makes a written demand upon Escrow Agent, by registered or certified mail (return receipt optional), or Federal Express, for the payment of the E▇▇▇▇▇▇ Money, then Escrow Agent shall give written notice in accordance with the provisions hereof to the other party of the receipt of such demand. If there is any dispute as to whether the Escrow Agent is obligated does not receive a written objection from the other party to deliver the ▇proposed payment of the E▇▇▇▇▇▇ Money or as pursuant to whom the ▇demand within ten (10) days after the delivery of such notice by Escrow Agent, Escrow Agent is hereby authorized to make such payment in accordance with the aforesaid demand. If Escrow Agent receives written objection from the other party to the proposed payment of the E▇▇▇▇▇▇ Money is pursuant to be deliveredthe aforesaid demand within such ten (10) day period or if, the for any other reason, Escrow Agent may refuse in good faith shall elect not to make any delivery and may such payment, Escrow Agent shall continue to hold the ▇E▇▇▇▇▇▇ Money until receipt otherwise directed by the Escrow Agent of an authorization in writing, signed by written instructions from Seller and BuyerBuyer or a final judgment of a court of competent jurisdiction. Escrow Agent, directing however, shall have the disposition of right at any time to deposit the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇E▇▇▇▇▇▇ Money until a final determination with the clerk 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 in the state where the Property is located, and Escrow Agent shall give written notice of such determination. The deposit to the Seller and the Buyer, and upon such deposit being made, Escrow Agent shall be reimbursed discharged from all obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for all costs their convenience, that Escrow Agent may act upon any writing believed by it in good faith to be genuine and expenses of such action or proceeding, including reasonable attorneys’ fees to be signed and disbursements, presented by the Party determined proper person, that Escrow Agent shall not be deemed to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery agent of either of the ▇▇▇▇▇▇▇ Money in any parties, and that Escrow Agent shall not be liable to either of the manners herein providedparties for any act or omission on its part unless taken or suffered in bad faith, the in willful disregard of this Agreement or involving gross negligence. Escrow Agent shall have no further liability duties or obligation hereunderresponsibilities except as set forth herein. The Escrow Agent shall execute not be bound by any modification of the Agreement unless the same is in writing and signed by the Buyer and Seller and if Escrow Agent’s duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. The Seller and Buyer hereby jointly and severally indemnify and hold the Escrow Receipt attached hereto Agent harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in order to confirm that it has received connection with the ▇▇▇▇▇▇▇ Money and is holding performance by the same on deposit Escrow Agent of its duties in accordance with the provisions hereofof this Section of this Agreement.

Escrow Agent. 6.1 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. 6.2 The Company agrees 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. 6.3 In case proceedings should hereafter be taken in any court respecting the Shares or gross negligencethe Certificates, 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 6.2 against its costs of such proceedings. 6.4 The Escrow Agent will have no responsibility in respect of loss of the Certificates except the duty to exercise such care in the safekeeping thereof as it would exercise if the Certificates 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. 6.5 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 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 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. 6.6 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. 6.7 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. 6.8 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 until receipt the lawful determination of the issue between the Parties. 6.9 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 until the right to the documents is legally determined by a final determination court of competent jurisdiction or otherwise. 6.10 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 to the new escrow agent to be named by the Securityholder and the Company. 6.11 The Escrow Agent may act upon any written instructions given jointly by the Securityholder and the Company. 6.12 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 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. 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.