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

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

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

Escrow Agent. Escrow Agent’s 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. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, so long jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of an authorization in writingthe Commonwealth of Massachusetts. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, signed by or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

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

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

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

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and 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. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.4 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder with each Buyer and Seller being responsible for ½ of the amounts due Escrow Agent unless due to the default of one particular party under this Agreement, so long in which case all of the out-of-pocket costs shall be attributable to the Party at fault. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of an authorization in writingthe State of Ohio. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, signed by or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

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

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

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

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

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

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

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

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

Escrow Agent. (a) 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. (a) It is expressly understood, covenanted and agreed that: (i) Escrow Agent’s Agents are acting as escrow agents only, and will in no event whatsoever be held liable to either party for the performance of any term or covenant of this Agreement, or for damages for non-performance thereof; (ii) The duties pursuant to this Agreement of Escrow Agents are only as herein specifically provided, and, except for the provisions of Paragraph 20(b) hereof, are purely ministerial in nature, and the Escrow Agent Agents shall incur no liability whatsoever whatever except for its willful misconduct or gross negligence, so as long as the Escrow Agent is acting has acted in good faith. The Parties ; (iii) In the performance of their duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signatures believed by it to be genuine and signed by either of the other parties or their successors; (iv) Seller and Buyer each hereby release the and indemnify Escrow Agent Agents from any liability for any error of judgment or for and against any act done or omitted to be done by the Escrow Agent Agents in good faith in the good faith performance of its their duties hereunder and do each hereby indemnify the hereunder; (b) 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 Agents are acting as a stakeholder stakeholders only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit. If there is any dispute as to whether the Escrow Agent is Agents are obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom the ▇▇▇▇▇▇▇ Money Deposit is to be delivered, the Escrow Agent may refuse Agents shall not be required to make any delivery and delivery, but in such event Escrow Agents may continue to hold the ▇▇▇▇▇▇▇ Money same until receipt by the Escrow Agent Agents of an authorization in writing, signed by Seller and Buyerall of the parties having any interest in such dispute, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in Deposit and any interest accrued thereon or until the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding proceedings for such determination is are not begun, within begun until thirty (30) days after notice the Settlement was to the Escrow have occurred, Agent of such disputemay, the Escrow Agent may but is not required to, 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 Agents shall be reimbursed for all costs and expenses of such action or proceedingproceeding by Seller and Buyer including, including without limitation, reasonable attorneys’ attorney's fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money Deposit in any of the manners herein providedmanner provided in this Agreement, the Escrow Agent Agents shall have no further liability hereunder 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 hereofBuyer or Seller.

Escrow Agent. Escrow Any Closing Agent or escrow agent (collectively "Agent’s duties pursuant ") receiving the Deposit, other funds and other items is authorized and agrees by acceptance of them to deposit them promptly, hold same in escrow within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Agreement are purely ministerial in nature, and the Escrow Agent Contract. Failure of funds to become COLLECTED 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 not excuse ▇▇▇▇▇▇▇ Money'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 there is any dispute in doubt as to whether Agent's duties or liabilities under the Escrow provisions of this Contract, Agent is obligated may, at Agent's option, continue to deliver hold the ▇▇subject matter of the escrow until the parties hereto agree to its disbursement or until a judgment of a court of competent jurisdiction 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 party in such action. Upon notifying all parties concerned of such action, all liability on the part of Agent shall fully terminate, except to the extent of accounting for any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between ▇▇▇▇▇ Money and Seller wherein Agent is made a party because of acting as Agent hereunder, or as to whom in any proceeding wherein Agent interpleads the ▇▇▇▇▇▇▇ Money is subject matter of the escrow, Agent shall recover reasonable attorney's fees and costs incurred with these amounts to be delivered, the Escrow Agent may refuse paid pursuant 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 court order out of the ▇▇▇▇▇▇▇ Money, or, escrowed funds or equivalent and charged and awarded as court costs in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination favor of the rights of the Parties in an appropriate judicial proceedingprevailing party. 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 liable to any party or person 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 mis-delivery of the ▇▇▇▇▇▇▇ Money in any escrowed items, unless such mis-delivery is due to willful breach of the manners herein provided, the Escrow Agent this Contract or Agent's gross negligence. This Paragraph 13 shall have no further liability survive Closing or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoftermination of this Contract.

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

Escrow Agent. Escrow Agent’s duties pursuant to (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. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature(a) Reasonable and documented fees, disbursements, expenses and advances of the Escrow Agent shall incur be borne by Parent. The fees of the Escrow Agent shall be in accordance with Schedule 2 and shall be nonrefundable and paid in advance. The disbursements and expenses of the Escrow Agent shall be payable on demand. (b) The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving notice of such resignation to the Parent and the Representative specifying a date not less than ten (10) business days following the date of such notice when such resignation shall take effect. Upon such notice, a successor escrow agent shall be selected by the Parent, subject to the reasonable approval of the Representative, such successor escrow agent to become the Escrow Agent hereunder upon the resignation date specified in such notice. If the Parent and the Representative are unable to agree upon a successor escrow agent within ten (10) business days after the date of such notice, the Escrow Agent may apply to a court of competent jurisdiction for such appointment. The Escrow Agent shall continue to serve hereunder until its successor accepts the escrow and acknowledges receipt of the Escrowed Materials then subject to this Escrow Agreement. The Parent, subject to the reasonable approval of the Representative, may at any time substitute a new escrow agent by giving notice thereof to the Escrow Agent then acting, 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) The Escrow Agent undertakes to perform only 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 certificate, notice, instruction, instrument or signature believed by it to be genuine and to have been signed or presented by the proper party or parties hereto 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 whatsoever except for its willful misconduct or gross negligence, so long as upon the contents thereof. It is acknowledged by the parties hereto that the Escrow Agent is acting bound only by the terms of this Escrow Agreement, is not charged with knowledge of or any duties and responsibilities in good faith. The Parties hereby release connection with any other document or agreement and that the Escrow Agent shall not be required to use its discretion with respect to any matter that is the subject of this Escrow Agreement or with respect to instructions received under this Escrow Agreement. (d) Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Escrowed Materials, any account in which Escrowed Materials are deposited, this Escrow Agreement or the Merger 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 whatsoever in acting in accordance with the opinion or instruction of such counsel. Parent and Shareholders, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. (e) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrowed Materials, without determination by the Escrow Agent of such court's jurisdiction in the matter. If any portion of the Escrowed Materials is at any time attached, garnished or levied upon under any court order, or in case the 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 such 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 selected by it is binding upon it without the need for appeal or other action; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree say be subsequently reversed, modified, annulled, set aside or vacated. (f) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, or for any action taken or omitted to be taken 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 act done or omitted omission of any kind unless caused by its own willful misconduct or gross negligence. (g) From and at all times after the date of this Escrow Agreement, Parent and Shareholders, jointly and severally, shall, to be done the fullest extent permitted by law and to the extent provided herein, indemnify and hold harmless Escrow Agent in the good faith performance and each director, officer, employee attorney, agent and affiliate of its duties hereunder and do each hereby indemnify the Escrow Agent against(collectively, the "Indemnified Parties") against any and shall holdall actions, saveclaims (whether or not valid), and defend the Escrow Agent harmless fromlosses, any costsdamages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney's fees, costs and expenses) incurred by or asserted against any of the Escrow Agent in serving as Escrow Agent hereunder Indemnified Parties from and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting after the date hereof, whether direct, indirect or consequential, as a stakeholder only with respect result of or arising from or in any way relating 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 deliveredclaim demand, 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 writingsuit, 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 (including any inquiry or investigation) by any person, including without limitation Parent or Shareholders, whether threatened or initiated, asserting a claim for leave any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to deposit any such action, proceeding, suit or the ▇▇▇▇▇▇▇ Money in target of any such inquiry or investigation; provided, however, that no indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction pending jurisdiction, subject to no further appeal, to have resulted solely from the gross negligence or willful misconduct of such determinationIndemnified Party. The Escrow Agent If any such action or claim shall be reimbursed for brought or asserted against any Indemnified Party, such Indemnified Party shall promptly notify Parent and Shareholders in writing, and Parent and Shareholders shall assume the defense thereof, including the employment of counsel and the payment of all costs expenses. Such Indemnified Party shall, in its sole discretion, have the right to employ separate counsel (who may be selected by such Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such Indemnified Party, except that Parent and/or Shareholders shall be required to pay such fees and expenses if (a) Parent and/or Shareholders agree to pay such fees and expenses, or (b) Parent and/or Shareholders shall fail to assume the defense of such action or proceeding or shall fail, in the sole discretion of such Indemnified Party, to employ counsel satisfactory to the Indemnified Party in any such action or proceeding, (c) Parent or Shareholders is the plaintiff in any such action or proceeding or (d) the named or potential parties to any such action or proceeding (including reasonable attorneys’ any potentially impleaded parties) include both Indemnified Party and Shareholders and/or Parent, and Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or additional to those available to Shareholders or Parent. Parent and Shareholders shall be jointly and severally liable to pay fees and disbursements, by the Party determined not to be entitled expenses of counsel pursuant to the ▇▇▇▇▇▇▇ Moneypreceding sentence, except that any obligation to pay under clause (a) shall apply only to the party so agreeing. Upon making delivery All such fees and expenses payable by Shareholders and/or Parent pursuant to the foregoing sentence shall be paid from time to time as incurred, both in advance of and after the final disposition of such action or claim. All of the ▇▇▇▇▇▇▇ Money in any foregoing losses, damages, costs and expenses of the manners herein providedIndemnified Parties shall be payable by Parent and Shareholders, jointly and severally, upon demand by such Indemnified Party. The obligations of Parent and Shareholders under this Section 4(g) shall survive any termination of this Escrow Agreement. The parties agree that neither the payment by Parent or Shareholders of any claim by Escrow Agent for indemnification hereunder nor the disbursement of any amounts to Escrow Agent from the Escrow Funds in respect of a claim by Escrow Agent for indemnification shall impair, limit, modify, or affect, as between Parent and Shareholders, the respective rights and obligations of Parent, on the one hand, and Shareholders on the other hand, under the Merger Agreement. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages. If pursuant to this Section 4(g) the Parent or Shareholders pay more than fifty percent (50%) of any such liabilities or charges, all amounts so paid in excess of fifty percent (50%) shall have (i) constitute Damages for which Parent is entitled to indemnification if the payment is made by Parent or (ii) offset Damages if the payment is made by Shareholders. (h) The Parent and Shareholders, jointly and severally, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the payment of Escrowed Materials under this Escrow Agreement, and to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under the Escrow Agreement. The Parent and the Shareholders undertake to instruct the 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 Escrow Agreement. The Parent and the Shareholders, jointly and severally, agree to indemnify and hold the Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation in the withholding or deduction or the failure to withhold 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 be or become subject in connection with or which arises out of this Escrow Agreement, including costs and expenses (including reasonable legal fees and expenses), interest and penalties. Notwithstanding the foregoing, no further liability distributions will be made in accordance with Section 3 or obligation hereunder. upon the Escrow Release Date unless the Escrow Agent is supplied with an original, signed Form W-9 or its equivalent prior to any such distribution. (i) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder either directly or by or through its agents or attorneys. (j) The Escrow Agent shall execute not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. (k) Escrow Receipt attached hereto Agent shall invest and reinvest the funds held in order the Escrowed Materials as the Parent and Representative jointly shall direct (subject to confirm applicable minimum investment requirements) by the furnishing of a Joint Written Direction; provided, however, that it no investment or reinvestment may be made except in the following: (i) direct obligations of the United States of America or obligations the principal and the interest on which are unconditionally guaranteed by the United States of America; (ii) certificates of deposit issued by any bank, bank and trust company, or national banking association (including Escrow Agent and its affiliates), which certificates of deposit are insured by the Federal Deposit Insurance Corporation or a similar governmental agency; (iii) repurchase agreements with any bank, trust company, or national banking association (including Escrow Agent and its affiliates); or (iv) any money market fund substantially all of which is invested in the foregoing investment categories, including any money market fund managed by Escrow Agent and any of its affiliates. If at any time Escrow Agent has not received from Parent and the ▇▇▇▇▇▇▇ Money Representative a Joint Written Direction at any time that an investment decision must be made, Escrow Agent shall invest the Escrowed Materials, or such portion thereof as to which no Joint Written Direction has been received, in investments described in clause (iv) above. Each of the foregoing investments shall be made in the name of Escrow Agent. No investment shall be made in any instrument or security that has a maturity of greater than six (6) months unless the Parent and is holding Representative so request by Joint Written Direction. Notwithstanding anything to the same on contrary contained herein, Escrow Agent may, without notice to the Parent or Shareholders, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. With respect to any funds received by Escrow Agent for deposit into the Escrowed Materials or any Joint Written Direction received by Escrow Agent with respect to investment of any funds in accordance with any Escrowed Materials after ten o'clock, a.m., Charlotte, North Carolina time, Escrow Agent shall not be required to invest such funds or to effect such investment instruction until the provisions hereofnext day upon which banks in Charlotte, North Carolina are open for business.

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

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

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

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

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

Escrow Agent. 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. 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. Escrow Agent’s duties pursuant Agent shall hold the Deposit or any remaining portion thereof, in escrow until the earlier occurrence of (i) application for disbursement of the Deposit or any part or parts thereof for the Approvals Costs by SCC as provided herein, (ii) election by USH to terminate this Agreement by reason of a specific right of termination granted to USH under this Agreement, or (iii) breach of this Agreement by either party. Escrow Agent shall release and pay over to SCC the Deposit, or any remaining portion thereof', upon USH's breach of or default under this Agreement, which breach or default continues beyond any applicable notice and cure period. In the event of a termination by USH as set forth above, then the Deposit, or any remaining portion thereof, shall be released by Escrow Agent and returned to USH. If, for any reason, either party makes a written demand upon Escrow Agent for payment or release of the Deposit (other than the payment of the Approvals Costs as provided herein), 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 five (5) 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 five (5) day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement are purely ministerial in natureor a final judgment or arbitrators' decision. However, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencehave the right at any time to deposit the Deposit with the Clerk of the Court having jurisdiction. Escrow Agent shall give written notice of such deposit to SCC and USH. Upon such deposit, so long as the Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting in good faith. The Parties hereby release the solely as a stakeholder at their request and for their convenience, that Escrow Agent from any liability for any error shall not be deemed to be the agent of judgment or either of the parties for any act done or omitted omission on his part unless taken or suffered in bad faith in willful disregard of this Agreement or involving gross negligence. SCC and USH shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorney's fees, incurred in connection with the performance of Escrow Agent's duties hereunder, except with respect to be done actions or omissions taken or suffered by the Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on the good faith performance part of its duties hereunder and do each hereby indemnify the Escrow Agent against, and Agent. The parties shall hold, save, and defend the deliver to Escrow Agent harmless froman executed copy of this Agreement, any costs, liabilities, and expenses incurred by which shall constitute the sole instructions to 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 hereofAgent.

Escrow Agent. 10.1 The parties hereto acknowledge that if any dispute arises with respect to the securities deposited hereunder with the Escrow Agent’s duties pursuant , or if the Escrow Agent receives contradictory instructions from the parties hereto or any third party, or if the Escrow Agent is uncertain as to its obligations under this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur refrain from taking any action other than to continue to hold the securities deposited hereunder in escrow or to institute proceedings described in subsection 10.3 below, until otherwise directed by a final judgment of a court of competent jurisdiction. 10.2 The Escrow Agent may assume the genuineness of any document or signature which appears to it to be genuine (whether or not original or photocopy) if such document or signature is presented to it. The Escrow Agent shall have no liability whatsoever except for obligations other than those specifically set forth herein. 10.3 The Escrow Agent shall not be obligated to, but may, institute legal proceedings (which, if instituted, shall be in a court in the City and State of New York) to determine its willful misconduct obligations hereunder or gross negligenceto seek permission to deposit the securities deposited hereunder or any portion thereof in court, so long as upon which act the Escrow Agent is acting in good faith. shall be relieved of any further obligations hereunder with respect to such securities. 10.4 The Parties hereby release parties hereto agree to reimburse the Escrow Agent from any liability for any error expenses it incurs in connection with the performance of judgment its obligations under this Agreement, and agrees to jointly and severally indemnify and hold the Escrow Agent harmless from all suits, claims, actions, judgments, losses, liability, fees, costs, expenses, damages, or for any act done other charges that may be imposed upon, or omitted to be done incurred by, the Escrow Agent, in connection with the performance of its duties hereunder. 10.5 Upon disbursing and disposing of the securities deposited hereunder and held 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 manner provided 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 Agreement, the Escrow Agent shall have no further liability be released, discharged, and acquitted of all obligations and liabilities hereunder and any claims or obligation hereunder. surcharges made by or on behalf of any party to this Agreement. 10.6 The Escrow Agent may resign at any time upon written notice to the parties hereto. 10.7 Nothing contained herein shall execute prevent the Escrow Receipt attached hereto in order Agent from acting as counsel to confirm that it has received the ▇▇▇▇Quin▇▇▇ Money and is holding ▇▇ any future proceedings or transactions, including, without limitation, those arising from this Agreement or the same on deposit in accordance with the provisions hereoftransactions contemplated hereby.

Escrow Agent. 4.1 Each of Purchaser and the Sellers and Price recognizes and acknowledges that the Escrow Agent’s duties pursuant Agent is serving solely as an accommodation to this Agreement are purely ministerial in naturethe parties hereto, and each of them agrees that the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as not be liable to any of the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability parties for any error of judgment judgment, mistake, or act or omission hereunder, or any matter or thing arising out of its conduct hereunder, except for the Escrow Agent's willful misfeasance or gross negligence. The Escrow Agent shall be entitled to rely upon the authenticity of any act done or omitted to be done signature and the genuineness and/or validity of any writing received by the Escrow Agent pursuant to or otherwise relating to this Escrow Agreement. 4.2 The Escrow Agent is acting, and may continue to act, as counsel to Purchaser in connection with the good faith performance of its duties hereunder and do each hereby indemnify subject transaction, whether or not the Escrowed Stock Consideration is being held by the Escrow Agent againstor has been delivered to a court of appropriate jurisdiction pursuant to Section 4.5 hereof. 4.3 For services rendered hereunder, Purchaser and the Sellers shall hold, save, and defend each pay the Escrow Agent harmless from, any costs, liabilities, one-half of the fees and expenses it may ▇▇▇▇ for its services hereunder at its regular hourly rates, payable within thirty (30) days of invoice therefor. In no event shall this Section 4.3 apply to any fees, charges, or disbursements incurred by the Escrow Agent in serving its capacity as Escrow Agent hereunder counsel to Purchaser. 4.4 Each of Purchaser and in faithfully discharging its duties the Sellers jointly and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect severally agrees to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether indemnify and hold harmless the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredfrom and against any and all costs, 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 writingclaims, 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 givendamages, or a proceeding for such determination is not begunexpenses (including, within thirty (30) days after notice to the Escrow Agent of such disputewithout limitation, 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), that may be incurred by the Party determined not Escrow Agent acting under this Escrow Agreement (including, without limitation, any costs incurred by the Escrow Agent pursuant to Section 4.5 hereof) or to which the Escrow Agent may be entitled put in connection with the Escrow Agent acting under this Escrow Agreement, except for costs, claims, or damages arising out of the Escrow Agent’s willful misfeasance or gross negligence. 4.5 In the event that: (a) the Escrow Agent shall receive contrary instructions from Purchaser and the Sellers; or (b) any dispute shall arise as to any matter arising under this Escrow Agreement; or (c) there shall be any uncertainty as to the ▇▇▇▇▇▇▇ Money. Upon making delivery meaning or applicability of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedprovisions hereof, or the Escrow Agent’s duties, rights or responsibilities hereunder, or any written instructions received by the Escrow Agent pursuant hereto, the Escrow Agent shall have no further liability not itself determine such dispute, controversy or obligation hereunderuncertainty, but shall either (i) continue to hold the Escrowed Stock Consideration until otherwise directed in writing by joint instruction of Purchaser and the Sellers, or by a final non-appealable court order, or (ii) at its option, at any time that such dispute, controversy or uncertainty continues, deposit the Escrowed Stock Consideration into any court having appropriate jurisdiction. The Upon the Escrow Agent’s disposition of the Escrowed Stock Consideration in accordance with clause (i) or clause (ii) of the immediately preceding sentence, the Escrow Agent shall execute shall, thereupon, be relieved of, and discharged and released from, any and all liability hereunder and with respect to the Escrow Receipt attached hereto in order to confirm that it has received Escrowed Stock Consideration. 4.6 Upon the ▇▇▇▇▇▇▇ Money and is holding delivery of the same on deposit Escrowed Stock Consideration in accordance with the other provisions hereofof this Escrow Agreement, the Escrow Agent shall, thereupon, be relieved of, and discharged and released from, any and all liability hereunder and with respect to the Escrowed Stock Consideration.

Escrow Agent. The Deposit shall be held by Escrow Agent’s duties pursuant to this Agreement are purely ministerial Agent in nature, trust and shall be deposited in a non-interest bearing account (the “Depository”). Seller and B▇▇▇▇ agree that Escrow Agent shall incur have no liability whatsoever except for its willful misconduct in the event of failure, insolvency or gross negligenceinability of the Depository to pay such funds, so long as or accrued interest upon demand or withdrawal. B▇▇▇▇ and Seller acknowledge that the account may not protected by the insurance afforded by the FDIC. If at any time Escrow Agent is acting in good faith. The Parties hereby release receives written notice from B▇▇▇▇ demanding return of the Deposit (“B▇▇▇▇’s Notice”), then Escrow Agent shall promptly deliver a copy thereof to Seller. If on or before 5:00 p.m. ET on the date which is five business days following delivery of such Buyer’s Notice to Seller, Seller shall object to the return of the Deposit to Buyer by notice received by Escrow Agent (“Seller’s Objection Notice”), then Escrow Agent shall not disburse the Deposit to Buyer until the dispute is resolved. However, if Seller does not deliver a Seller’s Objection Notice to Escrow Agent on or before 5:00 p.m. ET on the date which is five business days following Seller’s receipt of such Buyer’s Notice from Escrow Agent, then Escrow Agent may disburse the Deposit to Buyer. If at any liability for time Escrow Agent receives written notice from Seller demanding return of the Deposit (“Seller’s Notice”), then Escrow Agent shall promptly deliver a copy thereof to Buyer. If on or before 5:00 p.m. ET on the date which is five business days following delivery of such Seller’s Notice to Buyer, Buyer shall object to the return of the Deposit to Seller by notice received by Escrow Agent (“Buyer’s Objection Notice”), then Escrow Agent shall not disburse the Deposit to Seller until the dispute is resolved. However, if B▇▇▇▇ does not deliver a Buyer’s Objection Notice to Escrow Agent on or before 5:00 p.m. ET on the date which is five business days following Buyer’s receipt of such Seller’s Notice from Escrow Agent, then Escrow Agent may disburse the Deposit to Seller. Subject to the foregoing, in the event of any error of judgment dispute regarding any action taken, or for any act done or omitted proposed to be done taken, 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 ▇▇E▇▇▇▇▇ Money. If there is Agent with respect to the Deposit, Escrow Agent, in its sole discretion, may: (a) Refuse to comply with any dispute as demands on it and continue to whether hold the Escrow Agent is obligated to deliver the ▇▇▇Deposit until it receives either: (i) written notice signed by B▇▇▇▇ Money and Seller, directing the disbursement of the Deposit; or as (ii) an order of a court, having competent jurisdiction thereover, directing the disbursement of the Deposit; (b) On notice 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 take such affirmative action as it may deem appropriate to determine its duties as escrow agent including, but not limited to, the disposition placing 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 Deposit with a court of competent jurisdiction pending such determination. The Escrow Agent and the commencement of an action for interpleader; or (c) If Buyer or Seller shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled have commenced litigation with respect to the ▇▇▇▇▇▇▇ MoneyDeposit, place the Deposit with the Clerk of the Court in which said litigation is pending. Upon making delivery disbursing or depositing the Deposit under the provision of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedclause (a), the (b) or (c) above, Escrow Agent shall have no further liability or obligation hereunderwith respect to the Deposit. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇Buyer, Seller and E▇▇▇▇▇ Money Agent acknowledge that E▇▇▇▇▇ Agent is acting hereunder as a depository only to the parties except as described herein, and is holding Buyer and Seller, jointly and severally, do hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses and claims, of any nature whatsoever, by reason of or arising out of any act or failure to act as Escrow Agent hereunder, except in the case of E▇▇▇▇▇ Agent’s gross negligence or willful misconduct. All parties agree that Escrow Agent shall not be liable to any party or person whomsoever for: (i) the sufficiency, correctness, genuineness or validity of any instrument deposited with it or any notice or demand given to it or for the form of execution of such instrument, notice or demand, or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act; (ii) acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on deposit behalf of any party in accordance with the provisions hereofhereof has been duly authorized to do so; or (iii) otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct. B▇▇▇▇ acknowledges that the Escrow Agent is also Seller’s counsel in this transaction, and B▇▇▇▇ hereby consents to the Escrow Agent's representation of Seller in connection with this Agreement and in connection with any litigation which may arise out of this Agreement. Escrow Agent shall be entitled to rely on any instrument Escrow Agent in good faith believes to be genuine. Escrow Agent shall not be liable for any loss or damage unless occasioned by its gross negligence or willful misconduct. Escrow Agent shall in no event be liable for any loss resulting from the following: (i) the financial status or insolvency of any other party, or any misrepresentation made by any other party; (ii) any penalties, or loss of principal, or interest or any delays in the withdrawal of the Deposit which may be imposed by the depository bank as a result of the making or redeeming of the investment of the Deposit; (iii) any legal effect, insufficiency or undesirability of any instrument deposited with or delivered by or to Escrow Agent or exchanged by the parties, whether or not Escrow Agent prepared such instrument; (iv) the default, error, action or omission of any other party to this Agreement; (v) any loss or impairment of the Deposit while in the course of collection or while on deposit in a financial institution if such loss or impairment results from the failure, insolvency or suspension of a financial institution, or due to the invalidity of any draft, check, document or other negotiable instrument delivered to Escrow Agent; (vi) the expiration of any time limit or other consequence of delay, unless a properly executed settlement instruction, accepted by Escrow Agent has instructed the Escrow Agent to comply with said time limit; or (vii) Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment or decree of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed.

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

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

Escrow Agent. The Escrow Agent’s duties pursuant to , in its capacity as holder of the Deposit in escrow, joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 3.6. A. The duties of the Escrow Agent shall incur be as follows: (i) The Escrow Agent shall deposit, hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (ii) If this Agreement shall be terminated by the mutual written agreement of the Purchaser and the Seller, or if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between the Seller and the Purchaser concerning to whom the Deposit should be paid and delivered, then and in any such event, the Escrow Agent may request the joint written instructions of the Seller and the Purchaser and pay and deliver the Deposit in accordance therewith. In the event that such written instruction shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent has served a written request for instructions upon the Seller and the Purchaser, then the Escrow Agent shall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the State of Florida, and interplead the Seller and the Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. B. If costs or expenses are incurred by the Escrow Agent in its capacity as holder of the Deposit in escrow because of litigation or a dispute between the Seller and the Purchaser arising out of the holding of the Deposit in escrow, the Seller and the Purchaser shall each pay the Escrow Agent one-half of such reasonable costs and expenses. C. By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder. D. The Purchaser and the Seller hereby agree and acknowledge that the Escrow Agent assumes no liability whatsoever in connection herewith except for its willful misconduct or gross negligence, so long as ; that the Escrow Agent is acting in good faith. The Parties hereby release shall never be responsible for the Escrow Agent from validity, correctness or genuineness of any liability for any error of judgment document or for any act done or omitted notice referred to be done by the Escrow Agent under this Agreement; and that 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 deliveredunder this Agreement, the Escrow Agent may refuse to make seek advice from its own legal counsel and shall be fully protected in any delivery action taken by it in good faith in accordance with the good faith opinion of its legal counsel. E. Purchaser 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 agree that Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingfree to represent Purchaser in any dispute relating to this Agreement in addition to acting as Escrow Agent, including reasonable attorneys’ fees and disbursementswithout limitation, by the Party determined not to be entitled a dispute relating 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 hereofDeposit.

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 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. The acceptance by Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of Escrow Agent’s . (a) Escrow Agent may resign at any time as escrow agent upon 60 days' prior notice to Vendor and Purchaser, or such shorter notice as Vendor and Purchaser may accept as sufficient. Vendor and Purchaser shall have the power at any time on 60 days' notice to remove Escrow Agent and appoint a replacement escrow agent. In the event of Escrow Agent resigning or being removed as aforesaid, Vendor and Purchaser shall jointly appoint a new escrow agent, upon which Escrow Agent shall transfer the Deposit, together with interest earned on the Deposit, to the replacement escrow agent, provided that Escrow Agent shall have received payment in full of all fees and expenses owing to it hereunder. Any replacement escrow agent shall be subject to removal in the same manner as aforesaid. On any such appointment, the replacement escrow agent shall be vested with the same powers, rights and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of Vendor and Purchaser, all such conveyances or other instruments as may, in the reasonable opinion of Escrow Agent, be necessary or advisable for the purpose of effectively transferring the Deposit to the replacement escrow agent and otherwise assuring the replacement escrow agent a full estate in the premises. Should Vendor and Purchaser fail to appoint a replacement escrow agent as outlined above, then Escrow Agent shall cease its function at the expiration of the period of notice and may retain the Deposit on a merely safekeeping basis at such reasonable fee as may be determined solely by Escrow Agent, or may pay into or otherwise deposit with a court of competent jurisdiction in Calgary, Alberta, the Deposit, pending the appointment of such a replacement escrow agent. (b) Escrow Agent is not bound by any agreement, arrangement or understanding relating to or arising out of the matters provided for in this Escrow Agreement, other than as expressly set forth herein. The Escrow Agent shall have no duties or responsibilities except as expressly provided in this Escrow Agreement and shall have no liability or responsibility arising under any other agreements including agreements referred to in this Escrow Agreement to which the Escrow Agent is not a party. (c) Escrow Agent shall be entitled to act and rely upon any notice, declaration, certificate, waiver, consent, receipt or other paper or document purporting to be delivered pursuant to this Escrow Agreement and shall not enquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any Person other and a Person entitled to give such notice and, in absence of bad faith or fraud on the part of Escrow Agent, Vendor and Purchaser shall not hold Escrow Agent liable for any loss or injury to them with respect to such act or reliance. (d) It is understood and agreed that the duties of Escrow Agent hereunder are purely ministerial administrative in naturenature and that Escrow Agent shall not be liable for any error of judgment, and the or for any act done or step taken or omitted to be taken by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing it connection herewith, except for its own bad faith or fraud, or its failure to deliver Deposit pursuant to a valid Escrow Release Notice submitted hereunder as provided in Section 4. (e) Escrow Agent shall incur no liability hereunder or in connection herewith for anything whatsoever except for other than as a result of its willful misconduct own bad faith or gross negligencefraud or its failure to deliver the Deposit pursuant to a valid Escrow Release Notice submitted hereunder as provided in Section 4. Purchaser and Vendor jointly and severally shall indemnify, so long as the Escrow Agent is acting in good faith. The Parties hereby release the hold harmless and defend Escrow Agent from and against any liability for and actions, causes of action, claims, demands, damages, losses, costs, liabilities and expense, of any error of judgment nature or for any act done or omitted to be done kind (including, without limitation, costs incurred by the Escrow Agent in the good faith performance retaining its own counsel), which may be made or brought against Escrow Agent or which it may suffer or incur as a result of or in respect of or arising out of its duties appointment as escrow agent hereunder, except such as shall result solely and directly from Escrow Agent's own bad faith or fraud or its failure to deliver the Deposit pursuant to a valid Escrow Release Notice submitted hereunder and do each hereby indemnify as provided in Section 4. (f) In the event of any disagreement between the parties hereto which in the reasonable opinion of Escrow Agent againstmay result in adverse claims or demands with respect to the Deposit or if any of the parties hereto, including, without limitation, Escrow Agent, are in disagreement about the interpretation of this Escrow Agreement or about the rights and shall hold, save, and defend the obligations of Escrow Agent harmless from, any costs, liabilities, and expenses incurred or the propriety of an action contemplated by the Escrow Agent in serving as under this Escrow Agreement, Escrow Agent hereunder may, at its option, if it then holds the Deposit, pay into court or otherwise deposit the Deposit with a court of competent jurisdiction in Calgary, Alberta. Upon Escrow Agent making such deposit, Escrow Agent shall be discharged and in faithfully discharging released of its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is shall be indemnified by Vendor and Purchaser jointly and severally in any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money such action, interpleader 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 other action or proceeding for leave to all costs, expenses and fees in its capacity as escrow agent in connection with any deposit the ▇▇▇▇▇▇▇ Money or any action brought in a court of competent jurisdiction pending such determination. The connection with this Escrow Agreement. (g) Escrow Agent shall not be reimbursed liable for or by reason of any statements of fact or recitals in this Escrow Agreement and all costs such statements and expenses of such action or proceeding, including reasonable attorneys’ fees recitals are and disbursements, shall be deemed to be made by the Party determined not other parties 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. 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 hereundertermination of this Contract. 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.Buye'r Initial /s/ AP Sellers Initials /s/ AS

Escrow Agent. Escrow Agent’s Agent shall hold the Deposit in escrow and disburse it in accordance with the terms and conditions of this Agreement. In the event it is in doubt as to its duties or liabilities under this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the Deposit until the parties mutually agree as to the disbursement thereof, or until the rights of the parties are determined in accordance with the Contract, or it may deliver the Deposit then held pursuant to this 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 ▇▇Clerk of the Circuit Court of ▇▇▇▇▇ MoneyCounty, Florida, and upon notifying all parties concerned of such delivery, all liability on the part of the Escrow Agent shall fully cease and terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. If there is In the event of any dispute as to whether between Purchaser and Seller wherein the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money made a party or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the if Escrow Agent may refuse to make any delivery and may continue to hold interpleads the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent subject matter 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 hereunderbe entitled to recover its attorneys' fees and costs incurred, said fees and costs to be charged and assessed against the non-prevailing party in any such dispute, but, if not paid by the non-prevailing party then the prevailing party shall pay such fees and costs with the right to recover from the non-prevailing party for such payment. The All parties agree that the Escrow Agent shall execute not be liable to any party or person whomsoever for misdelivery to Purchaser or Seller of the Deposit, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Receipt attached hereto Agent. Both Purchaser and Seller, jointly and severally, agree to indemnify and hold Escrow Agent harmless from all expenses, costs and damages incurred by Escrow Agent in order connection with or as a result of its acting as Escrow Agent herein but excepting only such costs, expenses and damages as result from the willful breach or gross negligence of Escrow Agent. Both parties recognize and acknowledge that Escrow Agent has agreed to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofserve as Escrow Agent only as a convenience to both parties.

Escrow Agent. Escrow Agent’s duties pursuant agent agrees to hold and deliver the ▇▇▇▇▇▇▇ Money in accordance with the terms 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 the Escrow Agreement. Agent is acting in good faiththe capacity as a depository only and shall not be liable for any damages unless caused by the gross negligence or willful malfeasance of Escrow Agent. The Parties hereby Subject to the last paragraph of this Section, Escrow Agent shall be entitled to release the Escrow Agent from any liability for any error ▇▇▇▇▇▇▇ Money to the party making a demand unless, within five (5) business days after delivering notice of judgment or for any act done or omitted such demand to be done by the Escrow Agent other party, such other party objects in writing to the good faith performance release 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 In the event of any dispute as to whether disagreement between ▇▇▇▇▇ and Seller resulting in any claims for the Escrow Agent is obligated to deliver the ▇moneys involved herein, ▇▇▇▇▇▇ Money Agent shall be entitled to 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 of the moneys then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to whom anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the ▇rights of the claimants have been finally adjudicated in a court of competent jurisdiction of the moneys involved herein, or (b) all differences shall have been adjusted by agreement between Seller and Buyer. Further, ▇▇▇▇▇▇ Money is Agent shall have the right to be deliveredpay all sums held by it (i) to the appropriate party under the terms hereof, the or (ii) into any court of competent jurisdiction after a dispute, whereupon Escrow Agent may refuse to make any delivery Agent’s obligations shall terminate. Seller and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the jointly and severally agree to indemnify and hold harmless Escrow Agent of an authorization in writingfrom all costs, signed by Seller damages, and Buyerexpenses, directing the disposition of the ▇▇▇▇▇▇▇ Moneyincluding reasonable attorney’s fees, or, in the absence of such written authorization, the which Escrow Agent may hold incur in its compliance with this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or willful malfeasance on the ▇▇▇▇▇▇▇ Money until a final determination part of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationAgent. The Escrow Agent provisions of this Section 13.3 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 hereofsurvive Closing.

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 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 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 Receipt attached hereto Agent shall not be liable to either of the parties for any act or omission on its part unless taken or suffered, in order to confirm that it has received the ▇▇▇▇▇▇▇ Money bad faith, in willful disregard of this contract or involving gross negligence. Seller and is holding the same on deposit 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 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, in willful disregard of this contract or involving gross negligence on the part of Escrow Agent.

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 5(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 2.5 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. (a) The duties of the Escrow Agent hereunder shall be entirely administrative and not discretionary. The Escrow Agent shall act only in accordance with written instructions received by it as provided in this Escrow Agreement. (b) As to any legal questions arising in connection with the administration of this Escrow Agreement, the Escrow Agent may rely upon the opinions given to it by its counsel and shall be free of liability for acting in good faith reliance on such opinions. (c) The Escrow Agent may, as a condition to the delivery of certificates representing the Escrow Shares or monies, as provided herein, require from the recipient a receipt therefor. (d) The parties agree that the Escrow Agent will receive, as compensation for its services, an initial fee and annual fees payable in advance, as well as reasonable out-of-pocket expenses as set forth on Attachment I hereto. Such amounts shall be paid by Dearborn until termination of this Escrow Agreement or resignation of the Escrow Agent’s duties ; provided, that, Dearborn may, in its sole discretion, elect to pay any such annual fees or out-of-pocket expenses out of the proceeds of any sale of Escrow Shares pursuant to this Agreement are purely ministerial in natureEscrow Agreement. (e) The relationship between the Escrow Agent, on the one hand, and Dearborn and the Company, on the other hand, shall be solely and exclusively governed by this Escrow Agreement, and neither Dearborn nor the Company may assert any claims whatsoever against the Escrow Agent based upon the Stock Purchase Agreement. However, nothing contained in this Escrow Agreement shall jeopardize the rights and obligations between Dearborn and the Company in the Stock Purchase Agreement or in any other agreement. (f) Anything to the contrary herein notwithstanding, the Escrow Agent shall have the right to delay any payment or delivery due hereunder if necessary to allow the Escrow Agent to verify the relevant documents and to perform any checks or controls in connection with such documents. The Escrow Agent shall perform any such verifications, checks or controls as promptly as practical. (g) Except as otherwise expressly provided herein, the Escrow Agent is authorized to execute instructions and take other actions pursuant to this Escrow Agreement in accordance with its customary processing practices for similar customers and, in accordance with such practices the Escrow Agent may retain agents, including its own subsidiaries or affiliates, to perform certain of such functions. In the event of any loss to the other parties hereto by reason of the gross negligence or willful misconduct of the Escrow Agent, the Escrow Agent shall be liable to the other parties only to the extent of the other party's direct damages without reference to any special conditions or circumstances. All collection and receipt of securities and all delivery of securities under this Escrow Agreement shall be made by the Escrow Agent as agent, at the risk of the other parties hereto with respect to their actions or omissions and those of any person other than the Escrow Agent or its agents. In no event shall the Escrow Agent be responsible or liable for any loss due to forces beyond its control, including, but not limited to, acts of God, flood, fire, nuclear fusion, fission or radiation, war (declared or undeclared), terrorism, insurrection, revolution, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Escrow Agreement, inability to obtain equipment or communications facilities, or the failure of equipment or interruption of communications facilities, and other causes whether or not of the same class or kind as specifically named above. In the event that the Escrow Agent is unable substantially to perform for any of the reasons described in the immediately preceding sentence, it shall so notify the other parties hereto as soon as reasonably practicable. (h) Unless expressly referred to herein, the Escrow Agent shall not be bound by, or have any responsibility with respect to, any other agreement or contract between the Company and Dearborn (whether or not the Escrow Agent has knowledge thereof); provided, however, that the provisions contained in Sections 2.6, 2.7, 2.8 and 2.9 of the Stock Purchase Agreement, to the extent such provisions relate to the Escrow Shares and the sale of shares of Common Stock issued upon conversion of any Escrow Shares, are hereby incorporated by reference herein and made a part hereof. (i) It is understood and agreed that should any dispute arise with respect to the payment and/or ownership or right of possession of the Escrow Shares other than as provided for in Sections 3, 4 and 5 hereof, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, all or any part of the Escrow Shares until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final non-appealable order, decree or judgment of any court or other tribunal of competent jurisdiction in the United States of America, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (j) The Escrow Agent is authorized to rely and act upon all instructions given or purported to be given in conformity with the terms and provisions of this Escrow Agreement in writing by one or more officers, employees or agents of the Company or Dearborn (i) authorized by or in accordance with a corporate resolution delivered to the Escrow Agent or (ii) described as authorized in a certificate delivered to the Escrow Agent by the appropriate Secretary or an Assistant Secretary or similar officer (each such officer, employee or agent or combination of officers, employees and agents authorized pursuant to clause (i) or described pursuant to clause (ii) of this Section 7(j) is hereinafter referred to as an "Authorized Officer"). The Escrow Agent may also rely and act upon instructions when bearing or purporting to bear the signature or facsimile signature of any of the individuals designated by an Authorized Officer regardless of by whom or by what means the actual or purported facsimile signature or signatures thereon may have been affixed thereto if such facsimile signature or signatures resemble the facsimile specimen or specimens from time to time furnished to the Escrow Agent by any of such Authorized Officers, Secretary or an Assistant Secretary or similar officer. In addition, the Escrow Agent may rely and act upon instructions received by facsimile transmission which the Escrow Agent believes in good faith to have been given by an Authorized Officer or which are transmitted with proper authentication pursuant to terms and conditions which the Escrow Agent may specify. 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 Company or Dearborn or otherwise for having acted in accordance with written instructions on which it is any dispute as authorized 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 rely pursuant 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 determinationprovisions hereof. The Escrow Agent shall be reimbursed incur no liability for refraining from acting upon any instructions which for any reason it, in good faith, is unable to verify to its own satisfaction. Unless otherwise expressly provided, all costs authorizations and expenses of such action instructions shall continue in full force and effect until canceled or proceeding, including reasonable attorneys’ fees and disbursements, superseded by subsequent written authorizations or instructions received 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 hereunderAgent's safekeeping account administrator. The Escrow Agent Agent's authorization to rely and act upon instructions pursuant to this paragraph shall execute be in addition to, and shall not limit, any other authorization which either the Company or Dearborn may give to it hereunder to the extent expressly contemplated by this 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. (a) The Escrow Agent’s Agent shall hold and disburse the Aggregate Deposit (including each Deposit) in accordance with the terms of this Agreement, including the provisions of Section 4.3. Sellers and Purchaser agree that the duties pursuant to this Agreement of the Escrow Agent hereunder 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, nature 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 expressly limited 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 safekeeping 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, Deposit 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 determinationaccordance with this Agreement. The Escrow Agent shall not be reimbursed liable for all costs and expenses any damage, liability or loss arising out of such action its services pursuant to this Agreement, except for damage, liability or proceeding, including reasonable attorneys’ fees and disbursements, by loss resulting from the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery willful or negligent conduct of the ▇▇▇▇▇▇▇ Money in Escrow Agent or any of its officers or employees. In the manners herein providedevent of any dispute between Seller and Purchaser regarding the disbursement of the Aggregate Deposit or a portion thereof, or in the event the Escrow Agent shall receive conflicting demands or instructions with respect thereto, the Escrow Agent shall have no further liability withhold disbursement of the Aggregate Deposit or obligation hereundersuch portion until such dispute is resolved. Alternatively, the Escrow Agent shall be entitled to deposit the Aggregate Deposit into a court in accordance with Section 11.10, and to interplead Sellers and Purchaser in connection therewith. (b) The Escrow Agent shall not be responsible for any interest on any portion of the Aggregate Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of all or any portion the Aggregate Deposit prior to the date interest is posted thereon. The Escrow Agent may commingle funds received by it in escrow with escrow funds of others, and may, without limitation, deposit such funds in its custodial or escrow accounts with any reputable trust company, bank, savings bank, savings association, or other financial services entity. All checks, money orders or drafts will be processed for collection in the normal course of business. Purchaser will execute the appropriate Internal Revenue Service documentation for the giving of taxpayer identification information relating to the account in which the Aggregate Deposit is held. (c) Sellers and Purchaser shall pay or reimburse the Escrow Agent for all expenses, disbursements and advances, including reasonable attorney’s fees, incurred or paid in connection with carrying out its duties under this Agreement. (d) Escrow Agent shall prepare the closing statement for each Closing (each, a “Closing Statement”), which closing statement shall include the credits and pro-rations to be made by the parties for such Closing in accordance with Section 5.4 and the allocations of closing costs for such Closing set forth in Section 5.5. (e) Sellers, Purchaser and Escrow Agent hereby agree and acknowledge that Escrow Agent shall act as “the real estate reporting person” with respect to each Closing pursuant to this Agreement pursuant to Internal Revenue Code Section 6045(e) and shall prepare and file all informational returns, including, without limitation, IRS Form 1099-S, and shall otherwise comply with the provisions of Internal Revenue Code Section 6045(e). The Escrow Agent shall also remit to the proper authorities all state and local transfer taxes required in connection with each Closing under this Agreement. Purchaser and Seller shall reasonably cooperate in connection with such filings. (f) The Escrow Agent shall execute this Agreement solely 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 purpose of being bound by the provisions hereofof Section 2.5, this Section 2.7 and Section 11.3.

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

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

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

Escrow Agent. 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 shall incur no liability whatsoever except for its willful misconduct or gross negligencebe Commonwealth Land Title Insurance Company, 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 againstc/o New York Land Services, 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 ▇Attention: ▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money . Any funds (including, without limitation, the Deposit), documents or as other property delivered to whom Escrow Agent pursuant to this Agreement shall be held by Escrow Agent in trust. Buyer acknowledges that the ▇▇▇▇▇▇▇ Money is sub-account into which funds are to be delivered, the deposited cannot be established without Buyer furnishing Escrow Agent may refuse with an executed original Form W-9. Buyer represents and warrants to make Escrow Agent that its Federal Taxpayer Identification Number is the number provided in the Form W-9 delivered to Escrow Agent. References to the Deposit or any delivery other funds delivered to Escrow Agent hereunder shall include any and may continue all interest accrued thereon. Seller and Buyer acknowledge that Escrow Agent, as the escrow agent, has no duties or responsibilities hereunder other than to hold any funds, documents or other property deposited with it pursuant to this Agreement. In the ▇▇▇▇▇▇▇ Money until receipt event of any dispute regarding any action taken, or proposed to be taken, by the Escrow Agent of an authorization in writingwith respect to any funds, signed documents or other property held by Seller Escrow Agent pursuant to this Agreement or if any dispute arises with respect to this Agreement and BuyerEscrow Agent’s duties hereunder, directing whether such dispute arises between the disposition of parties hereto or between the ▇▇▇▇▇▇▇ Moneyparties hereto and other persons, orEscrow Agent, in its sole discretion, may cause such funds, documents and other property to be placed into the absence registry 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 pursuant to an action of interpleader commenced by Escrow Agent, and Seller and Buyer, jointly and severally, agree to pay directly, or reimburse Escrow Agent for, any and all expenses so incurred by Escrow Agent, including, but not limited to, any reasonable attorneys’ fees incurred by Escrow Agent in any such determinationaction; provided, that one-half of any such fees and expenses shall be paid by Seller and one-half shall be paid by Buyer. The Seller and Buyer acknowledge that Escrow Agent’s duties are purely ministerial in nature and that Escrow Agent is acting hereunder solely as a stakeholder and at the request of the Parties and as a convenience to the Parties and that Escrow Agent shall not be deemed to be the agent of any of the Parties and that Escrow Agent shall not be liable for (i) any loss, cost or damage which it may incur as a result of serving as escrow agent hereunder, except for any loss, cost or damage arising out of its willful misconduct or gross negligence or failure to comply with the terms of this Agreement, (ii) any action taken or omitted to be taken in reliance upon any document, including any written instructions provided for in this Agreement, which Escrow Agent shall in good faith believe to be genuine, (iii) the expiration of any time limit or other delay that is not caused by the failure of Escrow Agent to proceed in its ordinary course of business, and in no event where such time limit is not disclosed to Escrow Agent, and (iv) any loss or impairment resulting from the failure, insolvency or suspension of the financial institution at which any funds have been deposited. Buyer and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a cumulative maximum amount for each individual depositor for all of such depositor’s accounts at the same or related institution. Buyer and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish the interest-bearing account for the Deposit. Seller and Buyer, jointly and severally, do hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses, and claims, of any nature whatsoever, by reason of or arising out of the acting as escrow agent hereunder by the named Escrow Agent; provided, that one-half of any such costs or expenses shall be paid by Seller and one-half shall be paid by Buyer. If for any reason the Closing does not occur and any Party makes a written or oral demand upon Escrow Agent for delivery to it of any funds being held by it, Escrow Agent shall give written notice to the other Party of such demand. If Escrow Agent does not receive a written objection from the non‑demanding Party to the proposed delivery of the funds within three (3) Business Days after the giving of such notice, Escrow Agent is authorized, instructed and directed to make such delivery. If Escrow Agent does receive such written objection within such three (3) Business Day period, Escrow Agent shall continue to hold the funds until otherwise directed by written instructions from the Parties or a final judgment of a court of competent jurisdiction. Escrow Agent shall have the right at any time to deposit the funds with any court having appropriate jurisdiction over the subject matter of this Agreement. Escrow Agent shall give written notice of any such deposit to the Parties. Upon any such deposit, 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. Escrow Agent referred to in the definition thereof contained in Section 1.1 of this Agreement 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 or gross negligence; (b) for any legal effect, so long as the insufficiency, or 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; (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 by this Agreement 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. 5.1 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. 5.2 The Shareholders, PBOF and the parties listed on Schedule 2 agree from time to time and at all times hereafter to save, defend and keep harmless and fully indemnify the Escrow Agent’s duties , its officers, directors, employees, shareholders, successors and assigns from and against any and all losses, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its officers, directors, employees, shareholders, 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. 5.3 In case proceedings should hereafter be taken in any court respecting the Shares, 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 5.2 against its costs of such proceedings. Such costs shall incur be advanced by the indemnifying party as requested by the Escrow Agent. 5.4 The Escrow Agent will have no responsibility in respect of loss of the Shares except the duty to exercise such care in the safekeeping of the stock certificates representing the Shares as it would exercise if the Shares 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. 5.5 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 whatsoever except and responsibility of the Escrow Agent will be to hold the certificates representing the Shares and the related PAs 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 Shares 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 its willful misconduct or gross negligencetheir validity, so long but it shall be sufficient for 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. 5.6 In the event that the 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 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. 5.7 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, at its sole discretion, 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. 5.8 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 Shares until receipt the lawful determination of the issue between the parties hereto. 5.9 If written notice of protest is made by any of the Shareholders, PBOF or any party listed on Schedule 2 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 Shares until the right to the documents is legally determined by a final determination court of competent jurisdiction or otherwise. 5.10 The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ written notice thereof to the rights of Shareholders, PBOF and the Parties in an appropriate judicial proceedingparties listed on Schedule 2. If such The Shareholders, PBOF and the parties listed on Schedule 2 may terminate the Escrow Agent by giving not less than five (5) days’ written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after 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 (5) days after the date of receipt of the termination notice given hereunder by all parties or on such disputeother date as the Escrow Agent and the Shareholders, PBOF and the parties listed on Schedule 2 may agree in writing. 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 (5) days’ notice period deliver the Shares to the new escrow agent to be named in a writing signed by the Shareholders, PBOF and the parties listed on Schedule 2 or as otherwise instructed in a writing signed by the Shareholders, PBOF and the parties listed on Schedule 2. 5.11 Notwithstanding anything herein to the contrary, 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, act upon any written instructions given jointly by the Party determined not to be entitled Shareholders, PBOF and the parties listed on Schedule 2. 5.12 Notwithstanding anything to the ▇▇▇▇▇▇▇ Money. Upon making delivery contrary contained herein, in the event of the ▇▇▇▇▇▇▇ Money in any dispute arising between any of the manners herein providedShareholders, PBOF, or the parties listed on Schedule 2, this Agreement or any matters arising thereto, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute may in its sole discretion deliver and interplead the Shares into court and such delivery and interpleading will be an effective discharge to the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. Seller and Purchaser acknowledge and Escrow Agent undertakes hereunder to perform only such duties as are expressly set forth herein. The Deposits will be held and disbursed by Escrow Agent as follows: (a) Escrow Agent may (i) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, (ii) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and (iii) assume that any person purporting to give any writing, notice, advice or instruction in connection with the provisions hereof has been duly authorized to do so. (b) Seller and Purchaser agree, jointly and severally, to indemnify and hold harmless Escrow Agent from and against any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature whatsoever, which Escrow Agent may incur or with which it may be threatened solely by reason of its acting as escrow agent hereunder, except to the extent resulting from Escrow Agent’s duties pursuant 's gross negligence, fraud or intentional misconduct; and in connection therewith, to this Agreement indemnify Escrow Agent against any and all expenses, including reasonable attorneys' fees and the cost of defending any action, suit or proceedings or resisting any claim; provided, however, that if such expenses are purely ministerial incurred by Escrow Agent in natureconnection with arbitration or litigation between Seller and Purchaser, the responsibility for indemnifying Escrow Agent for such expenses will belong solely to the non-prevailing party. (c) Escrow Agent will not make any disbursements of the Deposits (except at Closing) without giving written notice to the party which will not receive the disbursements at least ten (10) business days in advance of the disbursement. The failure of the party not receiving the disbursements to object to the disbursement by written notice to the other party and to the Escrow Agent shall incur no liability whatsoever except will constitute binding acquiescence of such party to the disbursement. If there is any disagreement about the interpretation of this Agreement, or about the rights and obligations, or the propriety, of any action contemplated by Escrow Agent hereunder, Escrow Agent will file an action in interpleader to resolve such disagreement. Escrow Agent will be indemnified (by Seller or Purchaser, whichever is the non-prevailing party) as set forth in the foregoing subsection (b) in connection with such interpleader action, and will be fully protected in suspending all or a part of its activities under this Agreement until a final judgment in the interpleader action is received. (d) Escrow Agent will not be liable for any mistakes of fact or error of judgment, or for any acts or omissions of any kind unless caused by 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 . (e) Escrow Agent may refuse resign upon fifteen (15) days' written notice 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 BuyerPurchaser, directing the disposition of the ▇▇▇▇▇▇▇ Moneyand if a successor escrow agent is not appointed within such fifteen-day period, 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 petition a court of competent jurisdiction pending such determination. The to name a successor. (f) Purchaser acknowledges that Escrow Agent shall is also acting as counsel to Seller, and agrees that Escrow Agent's duties pursuant to this SECTION 11.17 will not be reimbursed for all costs and expenses deemed a conflict of interest affecting such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery representation 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 hereofSeller.

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 gross negligence or 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 from one the parties hereto, 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 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.