Common use of Escrow Agent Clause in Contracts

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It (a) The Title Company shall accept the Deposit with the understanding of the parties that Title Company is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty not a party to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only Agreement except to the extent of its specific responsibilities hereunder and in does not assume or have any liability for the manner expressly provided for in this Agreement and performance or non-performance of Purchaser or Seller hereunder to each other. (b) The Title Company shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in relying upon the accuracy, acting in reliance upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the samecontents, and be protected in acting upon assuming the genuineness of any other notice, opinion, requestdemand, certificate, approvalsignature, consent instrument or other paper delivered document that is given to it the Title Company without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (c) The Title Company shall not be bound in any way by any other agreement or understanding between the Parties hereto, whether or not the Title Company has knowledge thereof or consents thereto unless such consent is given in writing. (d) The Title Company’s sole duties and represented responsibilities under as escrow agent for the Deposit shall be to it to be genuine hold and to be signed by disburse the proper party or parties;Deposit in accordance with this Agreement. 8.4. (e) The Title Company shall not be liable for any act action taken or omission unless omitted by the Title Company in good faith and believed by the Title Company to be authorized or within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud or negligence of the Title Company. (f) Upon the disbursement of the Deposit in accordance with the terms of this Agreement, the Title Company shall be relieved and released from any liability under this Agreement. (g) The Title Company 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 act or omission constitutes fraudresignation, bad faiththe parties hereto shall all have approved, reckless disregard in writing, a successor escrow agent, then upon the resignation of the Title Company, the Title Company shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, the Title Company shall be fully relieved of all of its duties, gross negligence responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If for any reason the Parties hereto shall not approve a successor escrow agent within such period, the Title Company may bring any appropriate action or willful misconduct (as determined by proceeding for leave to deposit the Deposit with a court of competent jurisdiction), pending the approval of a successor escrow agent, and upon such deposit the Title Company shall be indemnified fully relieved of all of its duties, responsibilities and held obligations under this Agreement. (h) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold the Title Company harmless by the Fund from and against any claim liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against it against, the Title Company (including reasonably attorneys’ fees, expenses and court costs) by reason of its the Title Company’s acting or failing to act in connection with any of the transactions matters contemplated hereby and against any loss, liability, cost, suit by this Agreement in its capacity as escrow agent for the Deposit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all except as a result of the parties of this Agreement;Title Company’s fraud or negligence. 8.8. in (i) In the event of that a disagreement between any of the parties to dispute shall arise in connection with this Agreement, or between them as to the rights of any of the Parties in and to, or the disposition of, the Deposit, either Party (a “Demanding Party”) may deliver to the other Party and the Title Company a written demand for payment of the Deposit (the “Demand”). The Title Company shall pay the Deposit to the Demanding Party unless the other Party, within ten (10) days following the delivery of the Demand to the other Party, shall deliver written notice (the “Dispute Notice”) to the Title Company and the Demanding Party stating that the other Party disputes the right of the Demanding Party to receive payment of the Deposit. If the other Party fails to timely deliver a Dispute Notice to the Title Company and the Demanding Party, the Title Company, promptly upon the expiration of such ten (10) day period, shall pay the Deposit to the Demanding Party without further authorization or direction from the other Party and conclusively shall be discharged and released from any liability or obligation to the other personParty with respect to such payment. If the other Party timely delivers a Dispute Notice to the Title Company and the Demanding Party, including the Title Company either shall (w) hold and retain all or any investorpart of the Deposit until such dispute is settled or finally determined by litigation, resulting arbitration or otherwise, or (x) deposit the Deposit in adverse claims an appropriate court of law, following which the Title Company shall thereby and thereafter be relieved and released from any liability or demands being made in connection with the matters covered by obligation under this Agreement, or if (y) institute an action in interpleader or other similar action permitted by stakeholders in the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights State of all interested parties shall have been adjudicated by a court of competent jurisdictionNew York, or (iiz) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in interplead any of the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action Parties in any court of competent jurisdiction action or proceeding which may be brought to determine the rights of the parties; 8.9Parties to all or any part of the Deposit. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation Notwithstanding anything to the Fund at contrary contained herein, Seller, Purchaser and Title Company each hereby acknowledges and agrees that payment of the address as set forth in Deposit and the balance of the Purchase Price to Seller pursuant to Section 8.12. hereof7.2 of this Agreement shall not require written demand therefor by the Party to whom the Deposit and the balance of the Purchase Price is to be paid, at least thirty (30) days before nor shall such payment be subject to objection by the date specified for such resignation to take effect, and upon the effective date of such resignation;other Party. (ij) The Title Company shall not have any liability or obligation for loss of all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations or any portion of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held Deposit by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result reason of the acceptance insolvency or failure of this Agreementthe institution of depository with whom the escrow account is maintained.

Escrow Agent. It 7.1 To induce the Escrow Agent to act hereunder, it is understood further agreed by each Escrow Party that: (a) the Escrow Agent shall not be under any duty to give the Cash Amount or Custody Cash any greater degree of care than it gives to amounts held for its general banking customers; (b) none of the Cash Accounts or the Custody Cash Account may go into overdraft, and agreedneither the Escrow Agent nor any of its officers, furtheremployees or agents shall be required to make any payment or distribution to the extent that the Cash Amount or Custody Cash is insufficient and shall incur no liability whatsoever from any non-payment or non-distribution in such circumstances; (c) the Escrow Parties unconditionally agree to the use of any form of telephonic or electronic monitoring or recording by the Escrow Agent according to the Escrow Agent’s standard operating procedures or as the Escrow Agent, acting reasonably, deems appropriate for security and service purposes, and that such recording may be produced as evidence in any proceedings brought in connection with this Agreement; (i) neither the Escrow Agent nor any of its officers, employees or agents shall be liable to any person or entity including but not limited to the Escrow Parties for any loss, liability, claim, debts, action, damages or expenses arising out of or in connection with its performance of or its failure to perform any of its obligations under this Agreement (other than the Custody Terms) save as are caused by its own gross negligence, wilful default or fraud; (ii) the Escrow Agent shall not be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation under or pursuant to this Agreement arising as a result of any Force Majeure Event or any event where, in the opinion of the Escrow Agent, acting reasonably, performance of any duty or obligation under or pursuant to this Agreement would or may result in the Escrow Agent being in breach of Applicable Law or any Judgment, or practice, request, direction, notice, announcement or similar action of any relevant Authority, stock exchange or self-regulatory organisation to which the Escrow Agent is subject (including, without limitation, those of: (i) the European Union; (ii) the United States of America or any jurisdiction forming a part of it; (iii) the Republic of Turkey; (iv) England and Wales; and (v) the British Virgin Islands) and the Escrow Agent may without liability do anything which is, in its opinion, acting reasonably, necessary to comply with any such law, rule or regulation; (iii) in the case of a Force Majeure Event or other event contemplated by Clause 7.1(d)(ii), the obligations of the Escrow Agent will be suspended for so long as the Force Majeure Event or other event as aforesaid continues (and neither it nor any member of the Citi Organisation shall become liable for any loss or damage arising out of, or any consequence of, such suspension). The Escrow Parties agree that neither the Escrow Agent nor any member of the Citi Organisation is responsible or liable for any action taken to comply with sanctions or government requirements. Upon the occurrence of any Force Majeure Event, to the extent allowed by applicable law, the Escrow Agent shall use its reasonable efforts to minimise the effect of the Force Majeure Event on the Escrow Parties. The Escrow Agent confirms that it maintains and regularly tests disaster recovery plans and contingency back-up services which meet the standards to be expected of an internationally regulated financial institution; and (iv) the Escrow Agent shall be under no obligation to monitor the potential future impact on its obligations hereunder of any actual or potential Force Majeure Event. Without prejudice to the preceding sentence: (A) if the Escrow Agent (in its capacity as such) has identified such a potential future impact; or (B) if any Escrow Party has, acting reasonably, by notice to the Escrow Agent requested the Escrow Agent to confirm if it has identified such a potential future impact, then the Escrow Agent shall:, to the extent allowed by applicable law, promptly notify the Escrow Parties if, as applicable: (i) it believes, acting in good faith, that it will, or expects that it will, be unable to comply in full with any of its material obligations under this Agreement for reasons related to the actual or potential Force Majeure Event (whether related to the COVID-19 virus or any other Force Majeure Event) (and, having provided such notification, shall notify the Escrow Parties of any material change to the circumstances which gave rise to such notification); or (ii) that it has not identified such a potential future impact; and 8.1. be (v) notwithstanding the foregoing, under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by circumstances will the Escrow Agent be liable to any Party or any other person for any indirect, incidental, or consequential loss or damage (being, inter alia, loss of business, goodwill, opportunity or profit) even if advised of such loss or damage; (e) without prejudice to Clause 7.1(f), the Escrow Agent shall not be obliged to make any payment or otherwise to act on any Instruction notified to it under this Agreement if it is unable: (i) to verify any signature pursuant to any request or Instruction against the provisions specimen signature provided for the Relevant Authorised Representative(s) hereunder; or (ii) to validate the authenticity of this Agreementthe request by telephoning a Call-back Contact who has not executed the relevant request or Instruction as an Authorised Representative of the relevant Party; 8.2. (f) subject to Clause 7.1(g), the Escrow Agent shall be under no duty entitled to accept rely upon any Judgment, award, certification, demand, notice, or other written instrument (including any Instruction or any requirement and/or request for information from any delivered by a person or entity other than the Fund or DST, and then only Authority referred to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper Clause 7.4) delivered to it and represented hereunder without being required to determine its authenticity or the correctness of any fact stated therein or the validity of the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to be signed by the proper party give receipt or parties; 8.4. shall not be liable for advice or make any act statement or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against execute any claim made against it by reason of its acting or failing to act document in connection with the provisions hereof has been duly authorised to do so; (g) the Escrow Parties acknowledge that: (i) the Escrow Agent is authorised to rely conclusively upon any of Instruction received by any means agreed hereunder or otherwise agreed by all Parties if it believes in good faith that such Instruction has been executed in compliance with the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms requirements of this Agreement except such claims which are occasioned by Agreement; and (ii) notwithstanding any other provision hereof, the Escrow Agent shall have the right to refuse to act on any Instruction where, acting reasonably, it doubts its fraudcontents, bad faithauthorisation, reckless disregard of its duties, gross negligence origination or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under compliance with this Agreement and are purely ministerial in naturewill promptly notify the Escrow Parties of its decision; 8.6(h) the Escrow Agent may consult lawyers (or other appropriate professional advisers) in connection with this Agreement and hereby agrees to disclose, where legally permissible, a summary of the advice on which it intends to rely to the Escrow Parties upon request. be permitted Without prejudice to consult with counsel of its choice, including in-house counsel, and Clauses 7.1(d)(i) the Escrow Agent shall not be liable for any action taken, suffered taken or omitted by it in good faith in accordance with such advice (in the advice absence of such counseladvice containing a material manifest error); (i) this Clause 7.1(i), providedClause 7.1(d), howeverClause 7.1(f) and Clause 7.1(g) above and Clause 7.4, that nothing contained in Clause 10.2(a), Clause 12.4(a), Clause 13, Clause 14, Clause 15, Clause 16, Clause 17 and Sections 5.1.2, 5.1.3, 5.1.8, 6. 7.4, 8.4.2, 10 and 11 of the Custody Terms, shall survive notwithstanding any termination of this Section 8.6., nor any action taken by Agreement or the Custody Terms or the resignation or replacement of the Escrow Agent, or except that the survival of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all Clause 14 is limited as provided set out in Section 8.4. above;Clause 14.8; and 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. (j) in the event of a disagreement between any of the parties to this Agreementof: (i) adverse or conflicting claims, demands or between them and any other personInstructions being made, including any investor, resulting in adverse claims threatened or demands being made given in connection with the matters covered by this Agreement, or if Escrow Property; or (ii) the Escrow Agent has in good faith concluding that its duties hereunder are unclear in a reasonable basis to be in doubt as to what action it should take hereundermaterial respect, the Escrow Agent mayshall be entitled, at in its optionsole discretion, to refuse to comply with any claims claims, demands or demands on it or refuse Instructions with respect to take any other action hereunder, the Escrow Property either; (a) for so long as such disagreement continues adverse or such doubt exists. In any such eventconflicting claims, demands or Instructions continue; or (b) until the Escrow Agent’s duties have been clarified to the satisfaction of the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act(acting reasonably), and the Escrow Agent shall not be entitled or become liable in any way to continue an Escrow Party for failure or refusal to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdictioncomply with such claims, demands or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, Instructions and the Escrow Agent shall have been notified be entitled: (i) to refuse to act; and (ii) to retain the Escrow Property until required to release it in accordance with Clause 5.2(c). 7.2 If the Escrow Agent is required to deliver the Safekept Documents or any part thereof to any Escrow Party pursuant to and in writing signed by all such persons. If any controversy should arise accordance with respect to this Agreement, it shall do so (as directed by the recipient of the Safekept Documents) either: (a) in person at the location identified in the definition of “Vault” by prior appointment; or (b) via international courier to the relevant address specified in Clause 11. The Escrow Agent shall have no additional duties in this regard and shall not be liable to any person for any cost, loss or liability which may result from this form of delivery or from the rightloss or destruction of any Safekept Documents that may result therefrom. The Escrow Agent shall not under any circumstances be required to insure any Safekept Documents being so delivered and the risk of any loss or destruction of such Safekept Documents shall be borne by the Escrow Party to whom such Safekept Documents are to be delivered. 7.3 The Escrow Agent shall not be responsible for the legality, at its optionvalidity, binding nature or enforceability of any Safekept Documents or any other document delivered to institute an interpleader action it pursuant to and in any court of competent jurisdiction to determine the rights of the parties; 8.9. accordance with this Agreement and shall have no liability for following the instructions herein contained to any person if any such Safekept Documents or expressly provided forother such document is not legal, valid, binding or written instructions given byenforceable. 7.4 Notwithstanding any other terms of this Agreement: (a) Each Escrow Party acknowledges, and where required by Applicable Law consents to, the Fund or DST; 8.10. have the rightprocessing (as data controller), at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, transfer and upon the effective date of such resignation; (i) all cash and other funds and all other property then held disclosure by the Escrow Agent hereunder shall be delivered by it Agent, to such successor Escrow Agent as may be designated in writing by the Fund, whereupon extent necessary for the Escrow Agent's obligations hereunder shall cease purpose of its performance of this Agreement and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision Applicable Law, of any information relating to or provided by that Escrow Party (including banking secrets, personal data and other confidential information). (b) An Authorised Recipient may transfer and disclose any such information as is required or requested by any court, legal process, Applicable Law or Authority, including an auditor of an Escrow Party and including any payor or payee as required by Applicable Law, and may use (and its performance will be subject to the rules of) any communications, clearing or payment systems, intermediary bank or other system. (c) Each Escrow Party acknowledges that the transfers permitted by this AgreementClause 7.4 may, subject to compliance with Applicable Law, include transfers to jurisdictions which do not have strict data protection or data privacy laws. (d) Each Escrow Party represents that it has provided to and secured from any person regarding whom it has provided information (including any personal data) to the Escrow Agent any notices, consents and waivers necessary to permit the processing, transfer and disclosure of that information as a result permitted by this Clause 7.4 and that it will provide such notices and secure such necessary consents and waivers in advance of providing similar information (including any personal data) to the acceptance of this AgreementEscrow Agent in the future.

Escrow Agent. It is understood (a) The Escrow Agent shall have only those duties as are specifically and agreedexpressly provided herein, furtherwhich shall be deemed purely ministerial in nature, that and no other duties shall be implied. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document between the Parties, in connection herewith, if any, including without limitation the Underwriting Agreement by and between the Company and the Underwriter dated the date set forth in the Company’s Rule 424 final prospectus filed as a part of the Registration Statement (the “Underlying Agreement”), nor shall the Escrow Agent shall: 8.1. be under no duty required to pay and transfer determine if any monies hereunderperson or entity has complied with the Underlying Agreement, unless the same nor shall have been first received by any additional obligations of the Escrow Agent pursuant to be inferred from the terms of the Underlying Agreement, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement; 8.2. be under no duty to accept , those of any information from Underlying Agreement, any person schedule or entity other than the Fund or DST, and then only exhibit attached to the extent Agreement, or any other agreement among the Parties, the terms and in the manner expressly provided for in conditions of this Agreement shall control. The Escrow Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, document, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Party or Parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary or other person for refraining from acting upon any instruction setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Fund, or any portion thereof, unless such instruction shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as may be required thereunder. The Escrow Agent shall be under no duty to determine whether inquire into or investigate the Fund is complying with requirements validity, accuracy or content of this Agreementany such document, notice, instruction or request. The Escrow Agent shall have no duty to solicit any payments which may be due it or the Fund, including, without limitation, the Memorandum or applicable securities or other laws in tendering the investor funds to Escrow Deposit nor shall the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon Agent have any written instruction duty or notice provided by obligation to confirm or verify the Fund accuracy or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions correctness of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature;amounts deposited with it hereunder. 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and (b) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with except to the advice extent that a final adjudication of such counsel, provided, however, a court of competent jurisdiction determines that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent’s gross negligence or willful misconduct was the primary cause of any loss to either Party. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or in reliance upon, the advice or opinion of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence accountants or willful misconduct, all as provided in Section 8.4other skilled persons. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in In the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and that the Escrow Agent shall be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement, it shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If taking any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at action and its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder sole obligation shall be delivered by to keep safely all property held in escrow until it to such successor Escrow Agent as may shall be designated given a direction in writing by the Fund, whereupon Parties which eliminates such ambiguity or uncertainty to the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor satisfaction of Escrow Agent has been designated or by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final and non-appealable order or judgment of a court of competent jurisdiction; yet, if no such designation, order . The Parties agree to pursue any redress or judgment is received by recourse in connection with any dispute without making the Escrow Agent within sixty a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (60) days after its giving such resignation noticeincluding but not limited to lost profits), it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by even if the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result Escrow Agent has been advised of the acceptance likelihood of this Agreementsuch loss or damage and regardless of the form of action.

Escrow Agent. It is understood (a) The duties and agreed, further, that obligations of the Escrow Agent shall: 8.1. hereunder shall be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received determined solely by the Escrow Agent pursuant to the express provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine Escrow Agent shall not be liable except for the validity or sufficiency performance of such duties and obligations as are specifically set forth in this Agreement. (b) The Escrow Agent shall not be liable for any depreciation in the value of the sameInvestment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. (c) In making any such payments from the Escrow Account, the Escrow Agent may rely on any such requisitions and certificates delivered to it pursuant to this Section 9 and the Escrow Agent shall be relieved of all liability with respect to any such payments made in accordance with such requisitions and certificates. (d) The Escrow Agent shall be fully protected in acting on and relying upon any other written advice, certificate, notice, opiniondirection, instruction, request, certificate, approval, consent or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and to be have been signed or presented by the proper party or parties;, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. The Escrow Agent assumes no responsibility for the genuineness, validity, value or collectibility of any Permitted Investment, but shall take no action which would adversely affect such genuineness, validity, value or collectibility. 8.4. (e) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), incur no liability and shall be indemnified and held harmless by the Fund against any claim made against it by reason fully protected in respect of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, omitted or suffered or omitted by it in good faith in accordance with the advice opinion of such counsel. If a controversy arises hereunder, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, as to whether or of any such counsel, shall relieve not or to whom the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. deliver amounts available in the event Escrow Account, or as to any other matter arising out of a disagreement between any of the parties or relating to this Agreement, Agreement or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take funds deposited hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable make any delivery of amounts available in any way or the Escrow Account but shall retain it without liability to any person for its failure or refusal anyone until the rights of the parties to act, and the dispute shall have finally been determined pursuant to Section 8 hereof. The Escrow Agent shall be entitled to continue assume that no such controversy has arisen unless it had received conflicting written notices from the City. (f) The Escrow Agent shall be reimbursed and indemnified for, and held harmless against, any loss, liability or expense, including but not limited to refrain from acting until (i) reasonable counsel fees, incurred without bad faith or willful misconduct or gross negligence on the rights part of all interested parties shall have been adjudicated by a court the Escrow Agent arising out of competent jurisdictionor in connection with its acceptance of, or (ii) all adverse claims the performance of its duties and obligations under this Agreement as well as the costs and expenses of defending against any claim or demands have been resolved by agreement between all interested persons liability arising out of or doubt has been reasonably resolved, and, in the case of disagreement, relating to this Agreement; provided that the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise be liable for a loss resulting from its own gross negligence, bad faith or willful misconduct with respect to the handling of funds. Payments to the Escrow agent pursuant to this Agreement, subsection (f) shall be limited to the amounts available in the Escrow Account. (g) The Escrow Agent shall not have the rightany obligation by virtue of this Agreement to spend any of its own funds or to take any action which could, at in its optiondiscretion, to institute an interpleader action result in any court of competent jurisdiction costs or expenses being incurred by it. (h) The Escrow Agent shall be entitled to determine the rights of the parties; 8.9. have no liability receive compensation in an amount to be agreed upon by separate written agreement for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address services as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;Escrow Agent hereunder. (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision The provisions of this Agreement, Section 9 shall survive any termination or as a result of the acceptance expiration of this Agreement.

Escrow Agent. It is understood (a) The duties and agreed, further, that obligations of the Escrow Agent shall: 8.1. hereunder shall be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received determined solely by the Escrow Agent pursuant to the express provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine Escrow Agent shall not be liable except for the validity or sufficiency performance of such duties and obligations as are specifically set forth in this Agreement. (b) The Escrow Agent shall not be liable for any depreciation in the value of the sameInvestment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. (c) In making any such payments from the Escrow Account, the Escrow Agent may rely on any such requisitions and certificates delivered to it pursuant to this Section 5 and the Escrow Agent shall be relieved of all liability with respect to any such payments made in accordance with such requisitions and certificates. (d) The Escrow Agent shall be fully protected in acting on and relying upon any other written advice, certificate, notice, opiniondirection, instruction, request, certificate, approval, consent or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and to be have been signed or presented by the proper party or parties;, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. The Escrow Agent assumes no responsibility for the genuineness, validity, value or collectibility of any Permitted Investment, but shall take no action which would adversely affect such genuineness, validity, value or collectibility. 8.4. (e) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), incur no liability and shall be indemnified and held harmless by the Fund against any claim made against it by reason fully protected in respect of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, omitted or suffered or omitted by it in good faith in accordance with the advice opinion of such counsel. If a controversy arises hereunder, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, as to whether or of any such counsel, shall relieve not or to whom the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. deliver amounts available in the event Escrow Account, or as to any other matter arising out of a disagreement between any of the parties or relating to this Agreement, Agreement or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take funds deposited hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable make any delivery of amounts available in any way or the Escrow Account but shall retain it without liability to any person for its failure or refusal anyone until the rights of the parties to act, and the dispute shall have finally been determined pursuant to Section 8 hereof. The Escrow Agent shall be entitled to continue assume that no such controversy has arisen unless it had received conflicting written notices from the City. (f) The Escrow Agent shall be reimbursed and indemnified for, and held harmless against, any loss, liability or expense, including but not limited to refrain from acting until (i) reasonable counsel fees, incurred without bad faith or willful misconduct or gross negligence on the rights part of all interested parties shall have been adjudicated by a court the Escrow Agent arising out of competent jurisdictionor in connection with its acceptance of, or (ii) all adverse claims the performance of its duties and obligations under this Agreement as well as the costs and expenses of defending against any claim or demands have been resolved by agreement between all interested persons liability arising out of or doubt has been reasonably resolved, and, in the case of disagreement, relating to this Agreement; provided that the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise be liable for a loss resulting from its own gross negligence, bad faith or willful misconduct with respect to the handling of funds. Payments to the Escrow agent pursuant to this Agreement, subsection (d) shall be limited to the amounts available in the Escrow Account. (g) The Escrow Agent shall not have the rightany obligation by virtue of this Agreement to spend any of its own funds or to take any action which could, at in its optiondiscretion, to institute an interpleader action result in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained costs or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder expenses being incurred by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;it. (ih) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision The provisions of this Agreement, Section 10 shall survive any termination or as a result of the acceptance expiration of this Agreement.

Escrow Agent. It is understood 4.1 The Company and agreedthe Subscriber shall, furtherjointly and severally, that from time to time, and at all times hereafter, well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent shall:and its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent and its successors and 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 or anything in any manner relating thereto or by reason of the Escrow Agent's compliance in good faith with the terms hereof. 8.14.2 If case proceedings should hereafter be taken in any court respecting the Securities (or the Dividend Securities), the Escrow Agent shall 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 4.1 hereof against its costs of such proceedings. 4.3 The Escrow Agent shall not be bound in any way or by any contract or agreement, verbal, written or otherwise, 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 to the other parties hereto with respect to the subject matter hereof shall be to hold the Securities (and the Dividend Securities) as set forth herein and to deliver the same to such persons and other such conditions as are set forth herein or directed in writing by all the other parties hereto. be under Without limiting the generality of the foregoing, the Escrow Agent shall have no duty, liability or responsibility to any of the other parties hereto or their successors or assigns in respect of the loss of all or any of the Securities (or the Dividend Securities), except the duty to pay exercise in the performance of its obligations hereunder such care, diligence and transfer skill that a reasonably prudent person would exercise in comparable circumstances. The Escrow Agent may act on the advice of legal counsel, but shall not be responsible for acting or failing to act on the advice of legal counsel. 4.4 The Escrow Agent shall not be required to pass upon the sufficiency of any monies hereunderof the Securities (or the Dividend Securities) or the notices delivered to the Escrow Agent hereunder or to ascertain whether or not the person or persons who have executed, unless 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 have been first received be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as specified herein by the other parties hereto. 4.5 Notwithstanding any other provision hereof, in the event that any or all of the Securities (or the Dividend Securities) 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 pursuant 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 provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it shall not be liable to any of the other parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 4.6 Except as otherwise provided herein, the Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the other parties hereto or by any other person, firm, association or corporation. It shall, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to 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 other parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 4.7 Notwithstanding any other provision hereof, if the Escrow Agent receives any valid court order contrary to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum Escrow Agent may continue to hold any or applicable securities or other laws in tendering all of the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement Securities (and the information contained therein without responsibility to determine Dividend Securities) until the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined lawful determination by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting jurisdiction or failing to act in connection with any otherwise of the transactions contemplated hereby issue between the other parties hereto. 4.8 The Escrow Agent may resign as the escrow agent hereunder by giving not less than ten (10) days written notice thereof to the Company and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it Subscriber. The Company and the Subscriber may sustain in carrying out terminate the terms of this Agreement except such claims which are occasioned Escrow Agent by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty giving not less than ten (10) days written notice to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, . The resignation or termination of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actbe effective, and the Escrow Agent shall cease to be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated bound by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, on the date that is ten (10) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given byAgent, the Fund or DST; 8.10Company and the Subscriber may agree upon. have the right, at any time, All indemnities granted to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by survive: (a) the Fund, whereupon termination of this Agreement; or (b) the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations termination or resignation of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and for whatever reason. In the event of termination or resignation of the Escrow Agent's , the Escrow Agent shall, within that ten (10) days notice period, deliver the Securities (and the Dividend Securities) and any other property in the Escrow Fund to the new escrow agent to be named by the Company and the Subscriber. 4.9 Notwithstanding any other provision hereof, the Escrow Agent may act upon any written instructions given jointly by the Company and the Subscriber. 4.10 Notwithstanding any other provision hereof, if any dispute arises between any of the parties hereto with respect to this Agreement or any matters arising in respect thereof, the Escrow Agent may in its sole responsibility thereafter discretion deliver and interplead the Securities and/or any other property in the Escrow Fund into court and such delivery and interpleading shall be an effective discharge to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after of all of its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsobligations hereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood 5.1 The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and agreedaccuracy of any statements or assertions contained in such writing or instrument; and may assume that any person purporting to give any writing, furthernotice, that advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instructions delivered to it; nor as to the identity, authority, or rights of any person executing the same. The duties of the Escrow Agent shall: 8.1shall be limited to the safekeeping of the Escrow Shares and to disbursements of same in accordance with the provisions hereof. be under The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no duty to pay and transfer any monies hereunder, unless the same shall have been first received by implied duties or obligations of the Escrow Agent pursuant to the provisions shall be implied by virtue of this Agreement;. 8.2. be under no duty to accept 5.2 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any information from any person action taken or entity other than the Fund or DST, and then only to the extent suffered by it hereunder in good faith and in accordance with the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements opinion of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the such counsel. The Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. Agent shall not be liable for any act mistakes of fact or omission error of judgment, or for any acts or omissions of any kind unless such act or omission constitutes fraud, bad faith, reckless disregard of caused by its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and or gross negligence. 5.3 The Escrow Agent shall be indemnified and held harmless by the Fund Company and the Company Principals, jointly and severally, from and against any claim made against it reasonable expenses, including counsel fees and disbursements, or loss suffered by reason of its acting or failing to act the Escrow Agent in connection with any of the transactions contemplated hereby and against any loss, liability, costthird party action, suit or expenseother proceeding involving any claim, including the expense of defending itself against or in connection with any claim or demand, which in any way directly or indirectly, arises out of liability or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it may sustain in carrying out hereunder or any such expenses or loss. Promptly after the terms receipt by the Escrow Agent of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions notice of any subscriptions for Interestsdemand or claim or the commencement of any action, and that its duties and responsibilities suit or proceeding, the Escrow Agent shall, if a claim in respect thereof shall be limited made against the other parties hereto, notify such parties thereof, in writing; but the failure by the Escrow Agent to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and give such notice shall not be liable for relieve any action taken, suffered or omitted by it in good faith in accordance with party from any liability which such party may have to the advice Escrow Agent hereunder. In the event of the receipt of such counselnotice, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any such counsel, shall relieve appropriate court or it may retain the Escrow Agent from liability for any claims which are occasioned by its fraudShares pending receipt of a final, bad faith, reckless disregard non-appealable order of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by a court having jurisdiction over all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties hereto directing to this Agreement, or between them whom and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if under what circumstances the Escrow Agent has a reasonable basis Shares are to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, disbursed and the delivered. 5.4 The Escrow Agent shall be entitled to continue reasonable compensation from the Company for all services rendered by it hereunder, not to refrain exceed $_____________. The Escrow Agent shall also be entitled to reimbursement from acting until (i) the rights of Company for all interested parties shall have been adjudicated reasonable expenses paid or incurred by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, it in the case administration of disagreementits duties hereunder including, but not limited to, all counsel, advisors' and agents' fees and disbursement and all taxes or other governmental charges. 5.5 From time to time on and after the date hereof, the Company and the Company Principals shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have been notified thereof in writing signed by all no obligations to make such persons. If any controversy should arise with respect request) to carry out more effectively the provisions and purposes of this Agreement, the to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 5.6 The Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, may resign at any time, to resign time and be discharged from its duties as Escrow Agent hereunder by its giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, other parties hereto at least thirty (30) days before the date specified for such resignation to take effectprior written notice thereof. As soon as practicable after its resignation, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent shall turn over to a successor escrow agent appointed by the other parties hereto, jointly, all monies and property held hereunder shall be delivered by it to such successor upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new Escrow Agent as may be designated in writing by is appointed within the Fundsix (6) day period following the giving of such notices of resignation, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and may deposit the Escrow Agent's sole responsibility thereafter Shares with any court it deems appropriate. 5.7 The Escrow Agent shall resign and be to keep all property then held by it and to deliver the same to a person designated discharged from its duties as Escrow Agent hereunder if so requested in writing at any time by the Fund or other parties hereof, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in accordance with paragraph 5.6. 5.8 Notwithstanding anything herein to the directions of a final order or judgment of a court of competent jurisdiction; yetcontrary, if no such designation, order or judgment is received by the Escrow Agent within sixty (60) days after shall not be relieved from liability hereunder for its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsown gross negligence or its own willful misconduct. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood (a) The Escrow Agent shall have only those duties as are specifically and agreedexpressly provided herein, furtherwhich shall be deemed purely ministerial in nature, that and no other duties shall be implied. The Escrow Agent shall not have any fiduciary, partnership or joint venture relationship with any Party or any other person or entity arising out of or in connection with this Agreement. (b) The Escrow Agent shall not be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document among the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent shall: 8.1. be under no duty required to pay and transfer determine if any monies hereunderperson or entity has complied with any such agreements, unless the same nor shall have been first received by any additional obligations of the Escrow Agent pursuant to be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement; 8.2. be under no duty , those of the Merger Agreement, any schedule or exhibit attached to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, or any other agreement among the Memorandum or applicable securities or other laws Parties, the terms and conditions of this Agreement shall govern and control in tendering the investor funds all respects relating to the Escrow Agent;, but in every other respect involving the parties and beneficiaries of any such other agreement, the other agreement shall control. 8.3. act hereunder as a depository only (c) The Escrow Agent may rely upon, and shall not be protected in liable for acting upon or refraining from acting upon, any Release Notice or other written notice, document, instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered request furnished to it hereunder and represented to reasonably believed by it to be genuine and to be have been signed or presented by the proper party Party or parties; 8.4Parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary, or other person or entity for refraining from acting upon any act Release Notice or omission other written notice, document, instruction or request furnished to it hereunder setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Earnout Shares, or any portion thereof, unless such act Release Notice or omission constitutes fraudother written notice, bad faithdocument, reckless disregard of its duties, gross negligence instruction or willful misconduct (notice shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as determined by a court of competent jurisdiction), may be required hereunder and as set forth in Section 11. The Escrow Agent shall not be indemnified and held harmless by the Fund against under any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into or investigate the terms and conditions validity, accuracy or content of any subscriptions for Interestssuch document, and that its duties and responsibilities notice, instruction or request. The Escrow Agent shall have no duty to solicit any receipt of Earnout Shares which may be limited due to those expressly set forth under this Agreement and are purely ministerial in nature;it or the Escrow Account, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any number or class of Earnout Shares deposited with it hereunder. 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and (d) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with except to the advice extent that a final adjudication of such counsel, provided, however, a court of competent jurisdiction determines that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its ’s fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4misconduct was the primary cause of any loss to any Party. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between The Escrow Agent may execute any of the parties to this Agreement, its powers and perform any of its duties hereunder directly or between them and any other person, including any investor, resulting in adverse claims through affiliates or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actagents, and the Escrow Agent shall not be entitled liable for any action taken, suffered or omitted to continue to refrain from acting until be taken by any such attorney or agent in good faith, absent fraud, gross negligence, bad faith or willful misconduct (i) the rights each as determined by a final, nonappealable judgment of all interested parties shall have been adjudicated by a court of competent jurisdiction) in the selection and continued employment thereof. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or (ii) all adverse claims in reasonable reliance upon, the advice or demands have been resolved by agreement between all interested persons opinion of any such counsel, accountants or doubt has been reasonably resolved, and, in other skilled persons. In the case of disagreement, event that the Escrow Agent shall have been notified thereof be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which, in writing signed by all such persons. If its opinion, conflict with any controversy should arise with respect to of the provisions of this Agreement, the Escrow Agent it shall have the right, at its option, be entitled to institute an interpleader action in refrain from taking any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effectaction, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder its sole obligation shall be delivered by to keep safely all property held in escrow until it to such successor Escrow Agent as may shall be designated given a direction in writing by the Fund, whereupon Parties which eliminates such ambiguity or uncertainty to the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor satisfaction of Escrow Agent has been designated or by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final and non-appealable order or judgment of a court of competent jurisdiction; yet. To the extent practicable, if no such designation, order the Parties agree to pursue any redress or judgment is received by recourse in connection with any dispute arising under the Merger Agreement (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent within sixty a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (60) days after its giving such resignation noticeincluding but not limited to lost profits), it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by even if the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result Escrow Agent has been advised of the acceptance likelihood of this Agreementsuch loss or damage and regardless of the form of action.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, by the Fund or DSTFund; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received The acceptance by the Escrow Agent pursuant of its duties under this Escrow Agreement is subject to the provisions following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent: (a) the Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any securities deposited with it; 8.3. act hereunder (b) the Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arising out of, the foregoing instructions, other than as a depository only and expressly set forth herein; (c) the Escrow Agent shall be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opiniondeclaration, request, certificatewaiver, approvalconsent, consent receipt or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and what it purports to be signed by the proper party or partiesbe; 8.4. (d) the Escrow Agent shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered act done or step taken or omitted by it in good faith faith, or for any mistake of fact or Law, or for any thing which it may do or refrain from doing in accordance connection with this Agreement, except for its own bad faith, fraud, gross negligence or wilful misconduct; (e) ▇▇▇▇▇▇ and the advice of such counselShareholder shall jointly and severally indemnify, provided, however, that nothing contained in this Section 8.6., nor any action taken by hold harmless and defend the Escrow Agent, or its partners, associates, officers, directors, employees and agents from and against any and all actions, causes of action, claims, demands, damages, losses, costs, liabilities and expenses, of any such counselnature or kind including reasonable legal fees, shall relieve the which may be made or brought against it or which it may suffer or incur as a result of or in respect of or arising out of its appointment as Escrow Agent from liability for any claims which are occasioned by under this Agreement, except to the extent such is the result of its fraud, own bad faith, reckless disregard of its dutiesfraud, gross negligence or willful wilful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if (f) the Escrow Agent has a reasonable basis to may employ or retain such counsel who may but need not be counsel for any parties hereto and such other experts, advisors, agents or agencies as it may in doubt as to what action it should take hereunder, its discretion require for the Escrow Agent may, at purpose of discharging its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actduties under this Agreement, and the Escrow Agent shall be entitled fully protected in acting or not acting in good faith and without negligence on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct or negligent actions on the part of any of them. The reasonable costs of such services shall be added to continue and be part of the Escrow Agent's fees under this Agreement; (g) no provision of this Agreement shall require the Escrow Agent to refrain from acting until expend or risk its own funds or otherwise incur financial liability in the performance of its duties or in the exercise of any of its rights or powers; (h) any account to be opened by or interest to held by the Escrow Agent in connection with this Agreement, for or to the credit of any Party, either: (i) the rights is not intended to be used by or on behalf of all interested parties shall have been adjudicated by a court of competent jurisdiction, any third party; or (ii) all adverse claims is intended to be used by or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, andon behalf of a third party, in the which case of disagreement, such Party hereto agrees to complete and execute forthwith a declaration in the Escrow Agent shall have been notified thereof Agent's prescribed form as to the particulars of such third party; (i) except in writing signed by all such persons. If any controversy should arise strict compliance with respect to the terms and conditions of this Agreement, the Escrow Agent shall have not, without the right, at its option, to institute an interpleader action in any court prior written consent of competent jurisdiction to determine Tinley and the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;Shareholder: (i) sell, assign, transfer (including, granting all cash and other funds and all other property then held by or any part of the Escrow Agent hereunder shall be delivered by it economic benefit attached to such successor Escrow Agent as may be designated in writing by the FundEscrowed Shares), whereupon exchange or otherwise dispose of the Escrow Agent's obligations hereunder shall cease and terminateEscrowed Shares; (ii) if no such successor create, assume or suffer to exist any Encumbrance upon the Escrowed Shares; or (iii) cause any other Person to do any of the acts contemplated by Section 13(i)(i) or 13(i)(ii); and (j) the Escrow Agent has been designated may resign as escrow agent upon 10 days written notice to ▇▇▇▇▇▇ and the Shareholder. If a successor escrow agent is not appointed by ▇▇▇▇▇▇ and the Shareholder within this 10 day period, the Escrow Agent may, but shall have no duty to, petition the court to name a successor. If no successor escrow agent is appointed by ▇▇▇▇▇▇ and the Shareholder by written notice to the Escrow Agent within the 10 day period, the Escrow Agent shall have no further duties or obligations whatsoever upon the expiration of such dateperiod until such time as a successor escrow agent is appointed and, at such time, upon payment of all obligations its outstanding fees and expenses, the sole duty of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same Escrowed Shares, as applicable, all records and statements and an explanation of any activity shown in the records and statements with reasonable particularity to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionssuccessor escrow agent. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It (a) The Title Company shall accept the Deposit with the understanding of the parties that Title Company is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty not a party to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only Agreement except to the extent of its specific responsibilities hereunder and in does not assume or have any liability for the manner expressly provided for in this Agreement and performance or non-performance of Purchaser or Seller hereunder to each other. (b) The Title Company shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in relying upon the accuracy, acting in reliance upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the samecontents, and be protected in acting upon assuming the genuineness of any other notice, opinion, requestdemand, certificate, approvalsignature, consent instrument or other paper delivered document that is given to it the Title Company without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (c) The Title Company shall not be bound in any way by any other agreement or understanding between the Parties hereto, whether or not the Title Company has knowledge thereof or consents thereto unless such consent is given in writing. (d) The Title Company’s sole duties and represented responsibilities under as escrow agent for the Deposit shall be to it to be genuine hold and to be signed by disburse the proper party or parties;Deposit in accordance with this Agreement. 8.4. (e) The Title Company shall not be liable for any act action taken or omission unless omitted by the Title Company in good faith and believed by the Title Company to be authorized or within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud or negligence of the Title Company. (f) Upon the disbursement of the Deposit in accordance with the terms of this Agreement, the Title Company shall be relieved and released from any liability under this Agreement. (g) The Title Company 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 act or omission constitutes fraudresignation, bad faiththe parties hereto shall all have approved, reckless disregard in writing, a successor escrow agent, then upon the resignation of the Title Company, the Title Company shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, the Title Company shall be fully relieved of all of its duties, gross negligence responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If for any reason the Parties hereto shall not approve a successor escrow agent within such period, the Title Company may bring any appropriate action or willful misconduct (as determined by proceeding for leave to deposit the Deposit with a court of competent jurisdiction), pending the approval of a successor escrow agent, and upon such deposit the Title Company shall be indemnified fully relieved of all of its duties, responsibilities and held obligations under this Agreement. (h) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold the Title Company harmless by the Fund from and against any claim liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against it against, the Title Company (including reasonably attorneys’ 30 fees, expenses and court costs) by reason of its the Title Company’s acting or failing to act in connection with any of the transactions matters contemplated hereby and against any loss, liability, cost, suit by this Agreement in its capacity as escrow agent for the Deposit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all except as a result of the parties of this Agreement;Title Company’s fraud or negligence. 8.8. in (i) In the event of that a disagreement between any of the parties to dispute shall arise in connection with this Agreement, or between them as to the rights of any of the Parties in and to, or the disposition of, the Deposit, either Party (a “Demanding Party”) may deliver to the other Party and the Title Company a written demand for payment of the Deposit (the “Demand”). The Title Company shall pay the Deposit to the Demanding Party unless the other Party, within ten (10) days following the delivery of the Demand to the other Party, shall deliver written notice (the “Dispute Notice”) to the Title Company and the Demanding Party stating that the other Party disputes the right of the Demanding Party to receive payment of the Deposit. If the other Party fails to timely deliver a Dispute Notice to the Title Company and the Demanding Party, the Title Company, promptly upon the expiration of such ten (10) day period, shall pay the Deposit to the Demanding Party without further authorization or direction from the other Party and conclusively shall be discharged and released from any liability or obligation to the other personParty with respect to such payment. If the other Party timely delivers a Dispute Notice to the Title Company and the Demanding Party, including the Title Company either shall (w) hold and retain all or any investorpart of the Deposit until such dispute is settled or finally determined by litigation, resulting arbitration or otherwise, or (x) deposit the Deposit in adverse claims an appropriate court of law, following which the Title Company shall thereby and thereafter be relieved and released from any liability or demands being made in connection with the matters covered by obligation under this Agreement, or if (y) institute an action in interpleader or other similar action permitted by stakeholders in the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights State of all interested parties shall have been adjudicated by a court of competent jurisdictionNew York, or (iiz) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in interplead any of the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action Parties in any court of competent jurisdiction action or proceeding which may be brought to determine the rights of the parties; 8.9Parties to all or any part of the Deposit. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation Notwithstanding anything to the Fund at contrary contained herein, Seller, Purchaser and Title Company each hereby acknowledges and agrees that payment of the address as set forth in Deposit and the balance of the Purchase Price to Seller pursuant to Section 8.12. hereof7.2 of this Agreement shall not require written demand therefor by the Party to whom the Deposit and the balance of the Purchase Price is to be paid, at least thirty (30) days before nor shall such payment be subject to objection by the date specified for such resignation to take effect, and upon the effective date of such resignation;other Party. (ij) The Title Company shall not have any liability or obligation for loss of all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations or any portion of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held Deposit by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result reason of the acceptance insolvency or failure of this Agreementthe institution of depository with whom the escrow account is maintained.

Escrow Agent. It 8. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 9. All notices or other communications required or permitted hereunder shall be in writing, and shall be sent by fax, overnight courier, registered or certified mail, postage prepaid, return receipt requested, and shall be deemed received upon receipt thereof, at the addresses provided by the parties from time to time. 10. This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto. 11. This Escrow Agreement is understood the final expression of, and agreedcontains the entire agreement between, furtherthe parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Escrow Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by their respective agents duly authorized in writing or as otherwise expressly permitted herein. 12. Whenever required by the context of this Escrow Agreement, the singular shall include the plural and masculine shall include the feminine. This Escrow Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Unless otherwise indicated, all references to Articles are to this Escrow Agreement. 13. The parties hereto expressly agree that this Escrow Agreement shall be governed by, interpreted under and construed and enforced in accordance with the internal laws of the State of Nevada without reference to principles and conflicts of laws. The parties hereto submit to the jurisdiction of the state and federal courts sitting in Las Vegas, Nevada with respect to any dispute or controversy arising under this Agreement. 14. The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by each Kore and the Shareholders. 15. The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent shall: 8.1. to be under no duty genuine and to pay and transfer any monies hereunder, unless the same shall have been first received signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, excepting only its own willful misconduct, and any act done or omitted by the Escrow Agent pursuant to the provisions advice of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent;’s attorneys-at-law (other than Escrow Agent itself) shall be conclusive evidence of such good faith. 8.316. act hereunder as a depository only The Escrow Agent is hereby expressly authorized to disregard any and be protected in acting upon all warnings given by any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon parties hereto or by any other noticeperson or corporation, opinionexcepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, requestjudgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, certificatejudgment or decree, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. Escrow Agent shall not be liable for to any act of the parties hereto or omission unless such act to any other person, firm or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it corporation by reason of its acting such decree being subsequently reversed, modified, annulled, set aside, vacated or failing found to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct;have been entered without jurisdiction. 8.517. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for any action takenhereunder. 18. The Escrow Agent shall be entitled to employ such legal counsel, suffered or omitted by it and other experts as the Escrow Agent may deem necessary properly to advise the Escrow Agent in good faith in accordance connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, providedand may pay such counsel reasonable compensation therefore. The Escrow Agent has acted as legal counsel for Go All In, howeverInc., and may continue to act as legal counsel for Go All In, Inc. from time to time, notwithstanding its duties as the Escrow Agent hereunder. Each Kore and Shareholder consents to the Escrow Agent in such capacity as legal counsel for Go All In, Inc. and waives any claim that nothing contained in this Section 8.6., nor any action taken by such representation represents a conflict of interest on the part of the Escrow Agent. Kore and Shareholders understand and acknowledge that the Escrow Agent, or of any such counsel, Kore and the Shareholders are relying explicitly on the foregoing provision in entering into this Escrow Agreement. 19. The Escrow Agent’s responsibilities as escrow agent hereunder shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or terminate if the Escrow Agent has shall resign by written notice to Kore and Shareholders. In the event of any such resignation, Kore and Shareholders shall appoint a reasonable basis successor Escrow Agent. 20. If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 21. It is understood and agreed that should any dispute arise with respect to be in doubt as to what action it should take the delivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, is authorized and directed in the Escrow Agent Agent’s sole discretion (i) to retain in the Escrow Agent’s possession without liability to anyone all or any part of the Shares until such disputes shall not become liable in any way have been settled either by mutual written agreement of the parties concerned by a final order, decree or to any person judgment of a board of arbitration or a court of competent jurisdiction after the time for its failure or refusal to actappeal has expired and no appeal has been perfected, and but the Escrow Agent shall be entitled under no duty whatsoever to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdictioninstitute or defend any such proceedings, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in to deliver the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If Shares and any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then and documents held by the Escrow Agent hereunder shall be delivered by it to such successor a state or Federal court having competent subject matter jurisdiction and located in the State of Nevada in accordance with the applicable procedure therefore. 22. Kore and Shareholders agree jointly and severally to indemnify and hold harmless the Escrow Agent as may be designated and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses (including reasonable attorneys’ fees) in writing by any way arising from or relating to the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations duties or performance of the Escrow Agent hereunder shallor the transactions contemplated hereby, neverthelessother than any such claim, cease and terminateliability, and cost or expense to the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver extent the same to a person designated in writing shall have been determined by the Fund or in accordance with the directions of a final order or final, nonappealable judgment of a court of competent jurisdiction; yet, if no such designation, order jurisdiction to have resulted from the gross negligence or judgment willful misconduct of the Escrow Agent. 23. In the event any vote is received submitted to the holders of common stock at any time while the Shares are held by Escrow Agent within sixty (60) days after its giving Agent, Kore and Shareholders acknowledge that for purposes of such resignation noticevote, it is unconditionally such Shares shall be deemed to be held beneficially and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed record by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements Shareholders and advances incurred or made by it in accordance with any provision of this Agreement, or as a result the vote of the acceptance Shareholders with respect to the Shares deposited in escrow under this Agreement shall be deemed to be counted as if such Shares were not the subject of this Agreement. 24. Time is of the essence of this Agreement.

Escrow Agent. It is understood 5.1 The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; may assume the validity and agreedaccuracy of any statements or assertions contained in such writing or instrument; and may assume that any person purporting to give any writing, furthernotice, that advice or instruction in connection with the provisions hereof has been duly authorized to do so. The Escrow Agent shall not be liable in any manner for the sufficiency or correctness as to form, manner of execution, or validity of any written instructions delivered to it; nor as to the identity, authority, or rights of any person executing the same. The duties of the Escrow Agent shall: 8.1shall be limited to the safekeeping of the Escrow Shares and to disbursements of same in accordance with the provisions hereof. be under The Escrow Agent undertakes to perform only such duties as are expressly set forth herein, and no duty to pay and transfer any monies hereunder, unless the same shall have been first received by implied duties or obligations of the Escrow Agent pursuant to the provisions shall be implied by virtue of this Agreement;. 8.2. be under no duty to accept 5.2 The Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any information from any person action taken or entity other than the Fund or DST, and then only to the extent suffered by it hereunder in good faith and in accordance with the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements opinion of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the such counsel. The Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. Agent shall not be liable for any act mistakes of fact or omission error of judgment, or for any acts or omissions of any kind unless such act or omission constitutes fraud, bad faith, reckless disregard of caused by its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and or gross negligence. 5.3 The Escrow Agent shall be indemnified and held harmless by the Fund Company and the Company Principals, jointly and severally, from and against any claim made against it reasonable expenses, including counsel fees and disbursements, or loss suffered by reason of its acting or failing to act the Escrow Agent in connection with any of the transactions contemplated hereby and against any loss, liability, costthird party action, suit or expenseother proceeding involving any claim, including the expense of defending itself against or in connection with any claim or demand, which in any way directly or indirectly, arises out of liability or relates to this Agreement, the services of the Escrow Agent hereunder, the monies or other property held by it may sustain in carrying out hereunder or any such expenses or loss. Promptly after the terms receipt by the Escrow Agent of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions notice of any subscriptions for Interestsdemand or claim or the commencement of any action, and that its duties and responsibilities suit or proceeding, the Escrow Agent shall, if a claim in respect thereof shall be limited made against the other parties hereto, notify such parties thereof, in writing; but the failure by the Escrow Agent to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and give such notice shall not be liable for relieve any action taken, suffered or omitted by it in good faith in accordance with party from any liability which such party may have to the advice Escrow Agent hereunder. In the event of the receipt of such counselnotice, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any such counsel, shall relieve appropriate court or it may retain the Escrow Agent from liability for any claims which are occasioned by its fraudShares pending receipt of a final, bad faith, reckless disregard non-appealable order of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by a court having jurisdiction over all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties hereto directing to this Agreement, or between them whom and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if under what circumstances the Escrow Agent has a reasonable basis Shares are to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the disbursed and delivered. 5.4 The Escrow Agent shall not become liable in any way or be entitled to any person receive compensation from the Company for its failure or refusal to act, and the services rendered by it hereunder. The Escrow Agent shall be entitled to continue to refrain reimbursement from acting until (i) the rights of Company for all interested parties shall have been adjudicated reasonable expenses paid or incurred by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, it in the case administration of disagreementits duties hereunder including, but not limited to, all counsel, advisors' and agents' fees and disbursement and all taxes or other governmental charges. 5.5 From time to time on and after the date hereof, the Company and the Company Principals shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have been notified thereof in writing signed by all no obligations to make such persons. If any controversy should arise with respect request) to carry out more effectively the provisions and purposes of this Agreement, the to evidence compliance herewith or to assure itself that it is protected in acting hereunder. 5.6 The Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, may resign at any time, to resign time and be discharged from its duties as Escrow Agent hereunder by its giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, other parties hereto at least thirty (30) days before the date specified for such resignation to take effectprior written notice thereof. As soon as practicable after its resignation, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent shall turn over to a successor escrow agent appointed by the other parties hereto, jointly, all monies and property held hereunder shall be delivered by it to such successor upon presentation of the document appointing the new escrow agent and its acceptance thereof. If no new Escrow Agent as may be designated in writing by is appointed within the Fundsix (6) day period following the giving of such notices of resignation, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and may deposit the Escrow Agent's sole responsibility thereafter Shares with any court it deems appropriate. 5.7 The Escrow Agent shall resign and be to keep all property then held by it and to deliver the same to a person designated discharged from its duties as Escrow Agent hereunder if so requested in writing at any time by the Fund or other parties hereof, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in accordance with paragraph 5.6. 5.8 Notwithstanding anything herein to the directions of a final order or judgment of a court of competent jurisdiction; yetcontrary, if no such designation, order or judgment is received by the Escrow Agent within sixty (60) days after shall not be relieved from liability hereunder for its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsown gross negligence or its own willful misconduct. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It (a) The Title Company shall accept the Deposit with the understanding of the parties that Title Company is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty not a party to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only Agreement except to the extent of its specific responsibilities hereunder and in does not assume or have any liability for the manner expressly provided for in this Agreement and performance or non-performance of Purchaser or Seller hereunder to each other. (b) The Title Company shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in relying upon the accuracy, acting in reliance upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the samecontents, and be protected in acting upon assuming the genuineness of any other notice, opinion, requestdemand, certificate, approvalsignature, consent instrument or other paper delivered document that is given to it the Title Company without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (c) The Title Company shall not be bound in any way by any other agreement or understanding between the Parties hereto, whether or not the Title Company has knowledge thereof or consents thereto unless such consent is given in writing. (d) The Title Company’s sole duties and represented responsibilities under as escrow agent for the Deposit shall be to it to be genuine hold and to be signed by disburse the proper party or parties;Deposit in accordance with this Agreement. 8.4. (e) The Title Company shall not be liable for any act action taken or omission unless such act omitted by the Title Company in good faith and believed by the Title Company to be authorized or omission constitutes within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud, bad faithwillful misconduct or gross negligence of the Title Company. (f) Upon the disbursement of the Deposit in accordance with the terms of this Agreement, reckless disregard the Title Company shall be relieved and released from any liability under this Agreement. (g) The Title Company 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 Title Company, the Title Company shall deliver the Deposit to such successor escrow agent. From and after such resignation and the delivery of the Deposit to such successor escrow agent, the Title Company shall be fully relieved of all of its duties, gross negligence responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If for any reason the Parties hereto shall not approve a successor escrow agent within such period, the Title Company may bring any appropriate action or willful misconduct (as determined by proceeding for leave to deposit the Deposit with a court of competent jurisdiction), pending the approval of a successor escrow agent, and upon such deposit the Title Company shall be indemnified fully relieved of all of its duties, responsibilities and held obligations under this Agreement. (h) Seller and Purchaser hereby agree to, jointly and severally, indemnify, defend and hold the Title Company harmless by the Fund from and against any claim liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against it against, the Title Company (including reasonably attorneys’ fees, expenses and court costs) by reason of its the Title Company’s acting or failing to act in connection with any of the transactions matters contemplated hereby and against any loss, liability, cost, suit by this Agreement in its capacity as escrow agent for the Deposit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all except as a result of the parties of this Agreement;Title Company’s fraud or negligence. 8.8. in (i) In the event of that a disagreement between any of the parties to dispute shall arise in connection with this Agreement, or between them as to the rights of any of the Parties in and to, or the disposition of, the Deposit, either Party (a “Demanding Party”) may deliver to the other Party and the Title Company a written demand for payment of the Deposit (the “Demand”). The Title Company shall pay the Deposit to the Demanding Party unless the other Party, within ten (10) days following the delivery of the Demand to the other Party, shall deliver written notice (the “Dispute Notice”) to the Title Company and the Demanding Party stating that the other Party disputes the right of the Demanding Party to receive payment of the Deposit. If the other Party fails to timely deliver a Dispute Notice to the Title Company and the Demanding Party, the Title Company, promptly upon the expiration of such ten (10) day period, shall pay the Deposit to the Demanding Party without further authorization or direction from the other Party and conclusively shall be discharged and released from any liability or obligation to the other personParty with respect to such payment. If the other Party timely delivers a Dispute Notice to the Title Company and the Demanding Party, including the Title Company either shall (w) hold and retain all or any investorpart of the Deposit until such dispute is settled or finally determined by litigation, resulting arbitration or otherwise, or (x) deposit the Deposit in adverse claims an appropriate court of law, following which the Title Company shall thereby and thereafter be relieved and released from any liability or demands being made in connection with the matters covered by obligation under this Agreement, or if (y) institute an action in interpleader or other similar action permitted by stakeholders in the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights State of all interested parties shall have been adjudicated by a court of competent jurisdictionNew York, or (iiz) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in interplead any of the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action Parties in any court of competent jurisdiction action or proceeding which may be brought to determine the rights of the parties; 8.9Parties to all or any part of the Deposit. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation Notwithstanding anything to the Fund at contrary contained herein, Seller, Purchaser and Title Company each hereby acknowledges and agrees that payment of the address as set forth in Deposit and the balance of the Purchase Price to Seller pursuant to Section 8.12. hereof7.2 of this Agreement shall not require written demand therefor by the Party to whom the Deposit and the balance of the Purchase Price is to be paid, at least thirty (30) days before nor shall such payment be subject to objection by the date specified for such resignation to take effect, and upon the effective date of such resignation;other Party. (ij) The Title Company shall not have any liability or obligation for loss of all cash and other funds and all other property then held or any portion of the Deposit by reason of the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by insolvency or failure of the Fund, whereupon institution of depository with whom the Escrow Agent's obligations hereunder shall cease and terminate;escrow account is maintained. (iik) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision The provisions of this Agreement, Section 10.14 shall survive the Closing or as a result of the acceptance any termination of this Agreement.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received agreed by the Escrow Agent pursuant parties to this agreement as follows:- 8.1 the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement escrow agent is not and shall not be under no duty deemed to determine whether the Fund be a trustee for any party for any purpose and is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder merely acting as a depository only and in a ministerial capacity hereunder with the limited duties prescribed by this agreement; 8.2 the escrow agent does not have and shall not be protected deemed to have any responsibility in acting upon respect of any written instruction, certificate or notice delivered to it or of the escrow shares or any related escrow property other than faithfully to carry out the obligations undertaken in this agreement and to follow the directions in such instruction or notice provided in accordance with the terms of this agreement; 8.3 the escrow agent is not and shall not be deemed to be liable for any action taken or omitted by the Fund or DST pursuant to this Agreement it in good faith and the information contained therein without responsibility to determine the validity or sufficiency of the samemay rely upon, and act in accordance with, the advice of its legal advisers without liability on its part for any action taken or omitted in accordance with such advice. In any event, its liability hereunder shall be protected limited to liability for gross negligence, wilful misconduct or bad faith on its part; 8.4 the escrow agent may conclusively rely upon and act in acting upon accordance with any other certificate, instruction, notice, opinionletter, requesttelegram, certificate, approval, consent cablegram facsimile or other paper delivered to it and represented to written instrument believed by it to be genuine and to be have been signed by the proper party or parties; 8.4. shall not be liable 8.5 FSAH agrees:- 8.5.1 to pay the escrow agent's reasonable fees and to reimburse it for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act reasonable expenses including reasonable attorney's fees incurred in connection with any of duties hereunder; and 8.5.2 to hold harmless, indemnify and defend the transactions contemplated hereby escrow agent for, from and against any loss, damage, liability, costjudgment, suit or expensecost and expense whatsoever, including reasonable attorney's fees, suffered or incurred by it by reason of, or on account of, any misrepresentation made to it or its status or activities as escrow agent under this agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence, wilful misconduct or bad faith on the expense part of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconductescrow agent; 8.5. have no liability or duty to inquire into 8.6 the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and escrow agent shall not be liable for required to defend any action taken, suffered or omitted by legal proceeding which may be instituted against it in good faith in accordance with respect of the advice subject matter of this agreement unless requested to do so by a party hereto and indemnified to the escrow agent's satisfaction against the cost and expense of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken defence by the Escrow Agent, or of any party requesting such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such personsdefence. If any controversy should arise with respect to this Agreementsuch legal proceeding is instituted against it, the Escrow Agent escrow agent agrees promptly to give notice of such proceeding to the sellers and the purchaser. The escrow agent shall have the right, at its option, not be required to institute an interpleader action legal proceedings of any kind; 8.7 the escrow agent shall not, by act, delay, omission or otherwise, be deemed to have waived any right or remedy it may have either under this agreement or generally, unless such waiver be in writing, and no waiver shall be valid unless it is in writing, signed by the escrow agent, and only to the extent expressly therein set forth. A waiver by the escrow agent under the term of this agreement shall not be construed as a bar to, or waiver of, the same or any other such right or remedy which it would otherwise have on any other occasion; 8.8 the escrow agent may resign as such by giving 30 days written notice thereof to the sellers, the purchaser and FSAH. Within 20 days after receipt of such notice, the sellers, FSAH and the purchaser shall furnish to the escrow agent written instructions for the release of the escrow property to a substitute escrow agent which, (whether designated by written instructions from the sellers and the purchaser jointly or in the absence thereof by instructions from a court of competent jurisdiction to determine the rights escrow agent), shall be a bank or trust company or firm of auditors or attorneys organised and doing business under the laws of the partiesRepublic of South Africa. Such substitute escrow agent shall thereafter hold any escrow shares and any related escrow property received by it pursuant to the terms of this agreement and otherwise act hereunder as if it were the escrow agent originally named herein; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign 8.9 The escrow agent's duties and responsibilities hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and shall terminate upon the effective date release of such resignation; (i) all cash shares and other funds and all other escrow property then held in escrow according to such written instruction or upon such delivery as herein provided. This agreement shall not otherwise be assignable by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by escrow agent without the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations prior written consent of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsparties hereto. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received The acceptance by the Escrow Agent pursuant of its duties under this Escrow Agreement is subject to the provisions following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent: (a) The Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arising out of, the foregoing instructions, other than as expressly set forth herein; 8.3. act hereunder as a depository only and (b) The Escrow Agent shall be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opiniondeclaration, request, certificatewaiver, approvalconsent, consent receipt or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and what it purports to be signed by the proper party or partiesbe; 8.4. (c) The Escrow Agent shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered act done or step taken or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agentfaith, or for any mistake of fact or law, or for any such counselthing which it may do or refrain from doing in connection with this Agreement, except for its own gross negligence or wilful misconduct; (d) The Escrow Agent shall relieve incur no liability under this Agreement or in connection with this Agreement for anything whatsoever other than as a result of its own gross negligence or wilful misconduct. The Assignee and the Assignor jointly and severally shall indemnify, hold harmless and defend the Escrow Agent from liability for and against any claims and all actions, causes of action, claims, demands, damages, losses, costs, liabilities and expenses, of any nature or kind including reasonable legal fees, which are occasioned by its fraud, bad faith, reckless disregard may be made or brought against it or which it may suffer or incur as a result of or in respect of or arising out of its dutiesappointment as Escrow Agent under this Agreement, except such as shall result solely and directly from its own gross negligence or willful wilful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in (e) In the event of a any disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if respect to the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunderFunds and any interest received thereon, the Escrow Agent mayshall be entitled, at its option, to refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so with respect thereto as long as such disagreement continues or such doubt existsshall continue, and in so refusing, the Escrow Agent may elect to make no delivery of the Escrow Funds and any interest received thereon. In any such eventso doing, the Escrow Agent shall not be or become liable in any way or to any person the parties for its failure or refusal to act, and the comply with such claims or demands. The Escrow Agent shall be entitled to continue to refrain from acting or refusing to act until (i) the rights of all interested parties such claims or demands shall have been adjudicated by finally determined in a court of competent jurisdiction, jurisdiction or (ii) all adverse claims or demands shall have been resolved settled by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, and the Escrow Agent shall have been notified thereof by the Assignee and the Assignor in writing signed writing; (f) The Escrow Agent may pay the Escrow Funds or any portion thereof (and any interest earned thereon, less any amounts owing under Section 12) into court for a determination by all such personscourt as to the entitlement to such Escrow Funds (and any interest earned thereon, less any amounts owing under Section 12) at any time and the Escrow Agent shall thereupon be released from any obligation hereunder; (g) The Escrow Agent may employ or retain such counsel who may but need not be counsel for any parties hereto and such other experts, advisors, agents or agencies as it may in its discretion require for the purpose of discharging its duties under this Agreement, and the Escrow Agent shall be fully protected in acting or not acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct or negligent actions on the part of any of them. The costs of such services shall be added to and be part of the Escrow Agent's fees under this Agreement; (h) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid; (i) Nothing in acting as Escrow Agent hereunder shall preclude the Escrow Agent from acting, in any manner, as counsel to the Assignee in connection with any matter or dispute, including disputes pertaining to the Purchase Agreement or this Agreement and the Assignor will not raise any objection in any forum to the Escrow Agent acting as such counsel; and (j) The Escrow Agent may resign as Escrow Agent hereunder upon 10 days written notice to the Assignee and the Assignor. If any controversy should arise with respect a successor escrow agent is not appointed by the Assignee and the Assignor within this 10 day period, the Escrow Agent may, but shall have no duty to, petition the court to this Agreementname a successor. If no successor escrow agent is appointed by the parties by written notice to the Escrow Agent within the 10 day period, the Escrow Agent shall have no further duties or obligations whatsoever upon the rightexpiration of such period until such time as a successor escrow agent is appointed and, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given bysuch time, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations sole duty of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same Escrow Funds (and any interest earned thereon, less any amounts owing under Section 12) to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionssuccessor escrow agent. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood s sole obligation shall be to perform the acts and agreedduties imposed upon it as "Escrow Agent" by the terms hereof. Unless otherwise herein expressly provided, further, that the Escrow Agent shall: 8.1. (a) not be held liable for any action taken or omitted under no duty to pay and transfer any monies hereunder, unless the same this Escrow Agreement so long as it shall have been first received by the Escrow Agent pursuant to the provisions of this Agreementacted in good faith and without negligence; 8.2. be under (b) have no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to inquire into or determine the validity genuineness, authenticity, or sufficiency of the sameany securities, and be protected in acting upon any other noticechecks, opinion, request, certificate, approval, consent or other paper delivered documents or instruments submitted to it and represented in connection with its duties hereunder; (c) be entitled to deem the signatories of any documents or instruments submitted to it hereunder as being those purported to be genuine and authorized to be signed by the proper party sign such documents or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction)instruments, and shall be indemnified entitled to rely upon the genuineness of the signatures of such signatories without inquiry and held harmless without requiring substantiating evidence of any kind; (d) be entitled to refrain from taking any action contemplated by this Escrow Agreement in the Fund against event that it becomes aware of any claim disagreement between or among the Company and the Subscribers as to any material facts or as to the happening of any contemplated event precedent to such action; (e) have no responsibility or liability for any diminution of value which may result from any investments or reinvestments made against it by reason of its acting or failing to act in connection accordance with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it provision which may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconductbe contained herein; 8.5. have no liability or duty (f) be entitled to inquire into the terms and conditions of any subscriptions compensation for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith services hereunder in accordance with the advice fee schedule set forth on Schedule A hereto, and reimbursement of its normal or necessary out-of-pocket expenses including, but not by way of limitation, the fees and costs of outside attorneys or agents which it may find necessary to engage in performance of its duties hereunder, all to be paid by the Company, and Escrow Agent shall have, and is hereby granted, a prior lien upon any property, cash, or assets held hereunder, with respect to its unpaid fees and non-reimbursed expenses, superior to the interests of any other persons or entities; (g) be, and hereby is, indemnified and saved harmless by the Company from all losses, costs, and expenses which may be incurred by it as a result of its involvement in any litigation arising from performance of its duties hereunder, provided that such counsel, provided, however, that nothing contained in this Section 8.6., nor litigation shall not result from any action taken or omitted by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability and for any claims which are occasioned by its fraudit shall have been adjudged negligent, bad faith, reckless disregard and such indemnification shall survive termination of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound this Escrow Agreement until extinguished by any amendment or revocation applicable statute of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement;limitations. 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the (a) The Escrow Agent has a reasonable basis may resign as such following the giving of thirty days' prior written notice to be in doubt as to what action it should take hereunderthe Company. Similarly, the Escrow Agent may, at its option, refuse may be removed and replaced following the giving of thirty days' prior written notice to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt existsthe Escrow Agent by the Company. In any such either event, the duties of the Escrow Agent shall not become liable in any way terminate thirty days after the date of such notice (or to any person for its failure or refusal to actas of such earlier date as may be mutually agreeable), and the Escrow Agent shall then deliver the balance of the funds then in its possession hereunder to a successor Escrow Agent as shall be entitled to continue to refrain from acting until appointed by the Company as evidenced by a written notice filed with the Escrow Agent. (ib) If the rights of all interested parties Company shall have been adjudicated by failed to appoint a court successor prior to the expiration of competent jurisdictionthirty days following the date of the notice of resignation or removal, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in may petition any court of competent jurisdiction to determine for the rights appointment of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided fora successor Escrow Agent, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effectother appropriate relief, and any such resulting appointment shall be binding upon the effective date of such resignation;parties hereto. (ic) all cash and other funds and all other property then held Upon acknowledgement by the Escrow Agent hereunder shall be delivered by it to such any successor Escrow Agent as may be designated in writing by of the Fundreceipt of the then remaining balance of the funds, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such dateshall be fully released and relieved of all duties, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminateresponsibilities, and the obligations under this Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood Escrow Agent shall hold the Deposit in accordance with the terms and agreedprovisions of this Agreement, further, that subject to the following: (a) Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement and the Escrow Agent shall:Agreement and no implied duties or obligations shall be read into this Agreement against Escrow Agent. 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the (b) Escrow Agent pursuant may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, and any statement or assertion contained in such writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instrument in connection with the provisions of this Agreement; 8.2Agreement has been duly authorized to do so. Escrow Agent shall not be under no duty liable in any manner for the sufficiency or correctness as to accept form, manner and execution, or validity of any information from instrument deposited in escrow, nor as to the identity, authority, or right of any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of executing the same, and Escrow Agent’s duties under this Agreement shall be protected limited to those provided in acting upon this Agreement. (c) Unless Escrow Agent discharges any other noticeof its duties under this Agreement in a grossly negligent manner, opinionor is guilty of willful misconduct with regard to its duties under this Agreement, requestSeller and Buyer shall indemnify Escrow Agent and hold it harmless from any and all claims, certificateliabilities, approvallosses, consent actions, suits or proceedings at law or in equity, or other paper delivered to expenses, fees, or charges of any character or nature, which it and represented to may incur or with which it to may be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it threatened by reason of its acting or failing to act as Escrow Agent under this Agreement; and in such connection with any of the transactions contemplated hereby Seller and ▇▇▇▇▇ shall indemnify Escrow Agent against any loss, liability, costand all expenses including reasonable attorneys’ fees and the cost of defending any action, suit or expense, including the expense of defending itself against proceeding or resisting any claim in such capacity, unless the costs of liability it may sustain such indemnification and/or release arose or were related to the breach of one of the Parties, in carrying out which case the terms breaching party shall bear 100% of this Agreement except the costs of such claims which are occasioned by its fraudindemnification. (d) The parties acknowledge and agree that, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into notwithstanding any disputes concerning the terms deposits and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth sums paid under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel and/or the role of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned may continue representing Seller under this Agreement unless directed otherwise by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided Seller. (e) If the parties (including Escrow Agent) shall be in Section 8.4. above; 8.7. not be bound by any amendment or revocation disagreement about the interpretation of this Agreement, unless or about their respective rights and obligations, or the same shall be in writing and signed propriety of any action contemplated by all Escrow Agent, or the application of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this AgreementDeposit, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and hold such funds until the Escrow Agent shall be entitled to continue to refrain from acting until receipt of (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, written instructions from both Buyer and Seller or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by . Escrow Agent within sixty (60) days after may, but shall not be required to, file an action in interpleader to resolve the disagreement. Escrow Agent shall be indemnified for all costs and reasonable attorneys’ fees in its giving capacity as Escrow Agent in connection with any such resignation notice, it interpleader action and shall be fully protected in suspending all or part of its activities under this Agreement until a final judgment in the interpleader action is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsreceived. 8.11. be reimbursed by the Fund upon (f) Escrow Agent may consult with counsel of its request for all reasonable costs, fees, charges, expenses, disbursements own choice and advances incurred or made by it have full and complete authorization and protection in accordance with the opinion of such counsel. Escrow Agent shall otherwise not be liable for any provision mistakes of this Agreementfact or errors of judgment, or as a result for any acts or omissions of the acceptance of this Agreementany kind, unless caused by its gross negligence or willful misconduct.

Escrow Agent. It (a) Under this Agreement Escrow Agent is a depository only and shall have no liability for the holding, investment, disbursement, application or other disposition of any monies and/or documents received by Escrow Agent other than to comply with the specific instructions, terms and provisions expressly set forth in this Agreement. Escrow Agent shall not be responsible or liable in any manner for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or for the form or execution thereof, or for the identity, authority or rights of any person executing or depositing the same, in accepting any monies or documents delivered to Escrow Agent hereunder, it is agreed and understood and agreed, further, that the Escrow Agent shall: 8.1. will not be under no duty called upon to pay and transfer construe any monies contract, instrument or document deposited herewith or submitted hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then but only to follow the extent and in the manner specific instructions expressly set forth and/or provided for in this Agreement and Agreement. (b) Escrow Agent, as a part of the consideration for its acceptance of this escrow, shall be not, in the performance of its duties under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered acts or omitted omissions done by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agentfaith, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraudmistake of fact or law, bad faithor for any claims, reckless disregard demands, causes of its dutiesaction, gross negligence losses, liabilities, damages, costs or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound expenses claimed or suffered by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties party to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as except such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease arise solely and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or directly as a result of the acceptance Escrow Agent’s own negligence or willful misconduct. Escrow Agent is hereby authorized to rely upon, and shall be protected in acting upon, any notice, request, waiver, consent, receipt, certificate, affidavit, authorization, power of this Agreementattorney, trust agreement or other paper or document believed by Escrow Agent in good faith to be genuine and what it purports to be.

Escrow Agent. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and its liability hereunder shall be limited to liability for gross negligence, willful misconduct or bad faith on its part. The Company and the Purchaser agree to save harmless, indemnify and defend the Escrow Agent for, from and against any loss, damage, liability, judgment, cost and expense whatsoever, by reason of, or on account of, any misrepresentation made to it or its status or activities as Escrow Agent under this Agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. It is understood and agreed, further, further agreed that the Escrow Agent shall: 8.1. (a) be under no duty to pay enforce payment of any subscription that is to be paid to and transfer held by it hereunder; (b) promptly notify the Purchaser and the Company of any monies hereunder, unless discrepancy between the same shall have been first received amounts set forth on any statement delivered by the Escrow Agent pursuant Purchaser and/or the Company and the sum or sums delivered to the provisions of this Agreementit therewith; 8.2. (c) be under no duty to accept any information funds, checks, drafts or instruments for the payment of money from any person or entity anyone other than the Fund Company or DSTthe Purchaser, and then only or to give any receipt therefor except to the extent and Company or the Purchaser, with a copy in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds each case to the Escrow AgentCompany; 8.3. act hereunder as a depository only and (d) be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to reasonably believed by it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. e) be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered suffered, or omitted by it in good faith in accordance with the advice of such counsel, ; provided, however, that nothing contained in this Section 8.6.subsection (e), nor any action taken by the Escrow Agent, or suffered or omitted by it in accordance with the advice of any such counsel, shall relieve the Escrow Agent from liability for any claims which that are occasioned by its fraudgross negligence, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. aboveor bad faith; 8.7. (f) not be bound by any amendment modification, amendment, termination, cancellation, or revocation rescission of this Agreement, unless the same shall be in writing and signed by it; (g) be entitled to refrain from taking any action other than to keep all property held in escrow if it (i) shall be uncertain concerning its duties or rights hereunder, or (ii) shall have received claims or demands from any party, or (iii) shall have received instructions from the Purchaser and/or the Company that, in the Escrow Agent's opinion, are in conflict with any of the parties provisions of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action until it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated received a final judgment by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. (h) have no liability for following the instructions herein contained or expressly provided forfor herein, or the joint written instructions given by, by the Fund or DST;Purchaser and the Company; and 8.10. (i) have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, all other parties hereto at least thirty three (303) days before prior to the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) resignation all cash and other funds payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent person as may be designated in writing by the Fundother parties executing this Agreement, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if . If no such successor Escrow Agent person has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the . The Escrow Agent's sole responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated in writing by the Fund other parties executing this Agreement or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received The acceptance by the Escrow Agent pursuant of its duties under this Escrow Agreement is subject to the provisions following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent: (a) The Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arising out of, the foregoing instructions, other than as expressly set forth herein; 8.3. act hereunder as a depository only and (b) The Escrow Agent shall be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opiniondeclaration, request, certificatewaiver, approvalconsent, consent receipt or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and what it purports to be signed by the proper party or partiesbe; 8.4. (c) The Escrow Agent shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered act done or step taken or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agentfaith, or for any mistake of fact or law, or for any such counselthing which it may do or refrain from doing in connection with this Agreement, except for its own gross negligence or wilful misconduct; (d) The Escrow Agent shall relieve incur no liability under this Agreement or in connection with this Agreement for anything whatsoever other than as a result of its own gross negligence or wilful misconduct. The Assignee and the Assignor jointly and severally shall indemnify, hold harmless and defend the Escrow Agent from liability for and against any claims and all actions, causes of action, claims, demands, damages, losses, costs, liabilities and expenses, of any nature or kind including reasonable legal fees, which are occasioned by its fraud, bad faith, reckless disregard may be made or brought against it or which it may suffer or incur as a result of or in respect of or arising out of its dutiesappointment as Escrow Agent under this Agreement, except such as shall result solely and directly from its own gross negligence or willful wilful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in (e) In the event of a any disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if respect to the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunderFunds and any interest received thereon, the Escrow Agent mayshall be entitled, at its option, to refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so with respect thereto as long as such disagreement continues or such doubt existsshall continue, and in so refusing, the Escrow Agent may elect to make no delivery of the Escrow Funds and any interest received thereon. In any such eventso doing, the Escrow Agent shall not be or become liable in any way or to any person the parties for its failure or refusal to act, and the comply with such claims or demands. The Escrow Agent shall be entitled to continue to refrain from acting or refusing to act until (i) the rights of all interested parties such claims or demands shall have been adjudicated by finally determined in a court of competent jurisdiction, jurisdiction or (ii) all adverse claims or demands shall have been resolved settled by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, and the Escrow Agent shall have been notified thereof by the Assignee and the Assignor in writing signed writing; (f) The Escrow Agent may pay the Escrow Funds or any portion thereof (and any interest earned thereon, less any amounts owing under Section 12) into court for a determination by all such personscourt as to the entitlement to such Escrow Funds (and any interest earned thereon, less any amounts owing under Section 12) at any time and the Escrow Agent shall thereupon be released from any obligation hereunder; (g) The Escrow Agent may employ or retain such counsel who may but need not be counsel for any parties hereto and such other experts, advisors, agents or agencies as it may in its discretion require for the purpose of discharging its duties under this Agreement, and the Escrow Agent shall be fully protected in acting or not acting in good faith on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct or negligent actions on the part of any of them. The costs of such services shall be added to and be part of the Escrow Agent’s fees under this Agreement; (h) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur financial liability in the performance of its duties or in the exercise of any of its rights or powers unless indemnified as aforesaid; (i) Nothing in acting as Escrow Agent hereunder shall preclude the Escrow Agent from acting, in any manner, as counsel to the Assignee in connection with any matter or dispute, including disputes pertaining to the Purchase Agreement or this Agreement and the Assignor will not raise any objection in any forum to the Escrow Agent acting as such counsel; and (j) The Escrow Agent may resign as Escrow Agent hereunder upon 10 days written notice to the Assignee and the Assignor. If any controversy should arise with respect a successor escrow agent is not appointed by the Assignee and the Assignor within this 10 day period, the Escrow Agent may, but shall have no duty to, petition the court to this Agreementname a successor. If no successor escrow agent is appointed by the parties by written notice to the Escrow Agent within the 10 day period, the Escrow Agent shall have no further duties or obligations whatsoever upon the rightexpiration of such period until such time as a successor escrow agent is appointed and, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given bysuch time, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations sole duty of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same Escrow Funds (and any interest earned thereon, less any amounts owing under Section 12) to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionssuccessor escrow agent. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood (a) The duties and agreed, further, that obligations of the Escrow Agent shall: 8.1shall be determined solely by the express provisions of this Agreement, and the Escrow Agent shall not be liable except in respect of the performance of such duties and obligations as are specifically set forth in this Agreement. be under no duty Unless specifically agreed to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant in this Agreement, the Escrow Agent shall not be bound in any way by any agreement or contract among any of the parties to this Agreement, including the Purchase Agreement. (b) The Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability of Buyer or Sellers to honor any of the provisions of this Agreement;. 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and (c) The Escrow Agent shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be fully protected in acting on and relying upon any written instruction advice, certificate, notice, direction, instruction, request, or notice provided by other paper or document which the Fund or DST pursuant Escrow Agent in good faith believes to this Agreement and the information contained therein be genuine (without responsibility being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine service thereof) and to be have been signed or presented by the proper party or parties;, and may assume that any Person purporting to give such advice, certificate, notice, direction instruction or request or other paper or document has been duly authorized to do so. 8.4. (d) The Escrow Agent shall not be liable for any act reasonably done or omission unless such act step reasonably taken or omission constitutes fraudreasonably omitted by it in good faith or for any mistake in fact or law, or for anything which it may reasonably do or refrain from reasonably doing in connection herewith, except its own gross negligence, bad faith, reckless disregard of its duties, gross negligence faith or willful misconduct misconduct. (e) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as determined by a court to the construction of competent jurisdiction)any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be indemnified and held harmless by the Fund against any claim made against it by reason fully protected in respect of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, omitted or suffered or omitted by it in good faith in accordance with the advice written opinion of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, . If a controversy arises between one or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all more of the parties of this Agreement; 8.8. in the event of a disagreement hereto, or between any of the parties to this Agreement, or between them hereto and any other personPerson not a party hereto, including any investor, resulting in adverse claims as to whether or demands being made in connection with the matters covered by this Agreement, not or if to whom the Escrow Agent has a reasonable basis to be in doubt shall deliver the Escrowed Funds or any portion thereof or as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action matter arising out of or relating to this Agreement or the Escrowed Funds deposited hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable be required to determine the same and need not make any delivery of the Escrowed Funds or any portion thereof but may retain it without liability to anyone until the rights of the parties to the dispute shall have finally been determined in accordance with the terms and conditions contained herein, but the Escrow Agent shall be under no duty whatsoever to institute or defend any way or to any person for its failure or refusal to act, and the such proceedings. The Escrow Agent shall be entitled to continue assume that no such controversy has arisen unless it has received conflicting written notices from the parties to refrain from acting until this Agreement. (if) Buyer and Sellers shall reimburse and indemnify the rights Escrow Agent and its members, employees, and agents for, and hold it harmless against any loss, liability or expense including, but not limited to, reasonable counsel fees and disbursements incurred without gross negligence, bad faith or willful misconduct on the part of all interested parties shall have been adjudicated by a court the Escrow Agent arising out of competent jurisdictionor in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement. Buyer and Sellers agree that any amount due under this Section 11(f) shall be borne equally by Buyer, on the one hand, and the Sellers, on the other hand. (iig) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolvedThe Escrow Agent hereby accepts its appointment and agrees to act as Escrow Agent under the terms and conditions of this Agreement. By such acceptance and agreement, and, in the case of disagreementhowever, the Escrow Agent shall not be deemed to have been notified thereof in writing signed by all such persons. If waived any controversy should arise right with respect to this Agreement, the any transaction (other than its service as Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained hereunder) between or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by among it and to deliver the same to a person designated in writing by the Fund any other party or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsparties hereto. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood 5.1 The Company and agreedthe Vendor shall, furtherjointly and severally, that from time to time, and at all times hereafter, well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent shall: 8.1. and its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses (collectively, the "Claims") which the Escrow Agent and its successors and assigns may at any time or times hereafter bear, sustain, suffer or be under put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent's compliance in good faith with the terms hereof; provided, however, that no duty to pay and transfer any monies hereunder, unless the same shall have been first received indemnity need be paid if such Claims were directly caused by the Escrow Agent’s gross negligence or wilful misconduct as determined by a court of law. 5.2 If case proceedings should hereafter be taken in any court respecting the Subject Shares (or the Dividend Securities), the Escrow Agent pursuant shall 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 5.1 hereof against its costs of such proceedings. 5.3 The Escrow Agent shall not be bound in any way or by any contract or agreement, verbal, written or otherwise, 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 to the other parties hereto with respect to the subject matter hereof shall be to hold the Subject Shares (and the Dividend Securities) as set forth herein and to deliver the same to such persons and other such conditions as are set forth herein or directed in writing by all the other parties hereto. Without limiting the generality of the foregoing, the Escrow Agent shall have no duty, liability or responsibility to any of the other parties hereto or their successors or assigns in respect of the loss of all or any of the Subject Shares (or the Dividend Securities), except the duty to exercise in the performance of its obligations hereunder such care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Escrow Agent may act on the advice of legal counsel, but shall not be responsible for acting or failing to act on the advice of legal counsel. 5.4 The Escrow Agent shall not be required to pass upon the sufficiency of any of the Subject Shares (or the Dividend Securities) or the notices delivered to the Escrow Agent hereunder 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 be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as specified herein by the other parties hereto. 5.5 Notwithstanding any other provision hereof, in the event that any or all of the Subject Shares (or the Dividend Securities) 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 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 provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it shall not be liable to any of the other parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 5.6 Except as otherwise provided herein, the Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the other parties hereto or by any other person, firm, association or corporation. It shall, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to 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 other parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 5.7 Notwithstanding any other provision hereof, if the Escrow Agent receives any valid court order contrary to the provisions of this Agreement;, the Escrow Agent may continue to hold any or all of the Subject Shares (and the Dividend Securities) until the lawful determination by a court of competent jurisdiction or otherwise of the issue between the other parties hereto. 8.2. be 5.8 Notwithstanding any other provision hereof, if written notice of protest is made by the Company or the Vendor to any action contemplated by the Escrow Agent under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, and such notice sets out reasons for such protest, the Memorandum Escrow Agent may at its sole discretion continue to hold any or applicable securities or other laws in tendering all of the investor funds Subject Shares (and Dividend Securities) until the right to the Escrow Agent; 8.3. act hereunder as a depository only Subject Shares (and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as Dividend Securities) is conclusively determined by a court of competent jurisdiction), jurisdiction or otherwise. 5.9 The Escrow Agent may resign as the escrow agent hereunder by giving not less than ten (10) days written notice thereof to the Company and shall be indemnified the Vendor. The Company and held harmless the Vendor may terminate the Escrow Agent by the Fund against any claim made against it by reason of its acting or failing giving not less than ten (10) days written notice to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, . The resignation or termination of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actbe effective, and the Escrow Agent shall cease to be entitled to continue to refrain from acting until bound by this Agreement, on the date that is ten (i10) days after the rights date of all interested parties shall have been adjudicated by a court receipt of competent jurisdictionthe termination notice given hereunder or on such other date as the Company, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, Vendor and the Escrow Agent shall have been notified thereof in writing signed by all such personsmay agree upon. If any controversy should arise with respect All indemnities granted to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by survive: (a) the Fund, whereupon termination of this Agreement; or (b) the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations termination or resignation of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and for whatever reason. In the event of termination or resignation of the Escrow Agent's , the Escrow Agent shall, within that ten (10) days notice period, deliver the Subject Shares, the Dividend Securities and any other property in the Escrow Fund to the new the escrow agent to be named by the Company and the Vendor. 5.10 Notwithstanding any other provision hereof, the Escrow Agent may act upon any written instructions given jointly by the Company and the Vendor. 5.11 Notwithstanding any other provision hereof, if any dispute arises between any of the parties hereto with respect to this Agreement or any matters arising in respect thereof, the Escrow Agent may in its sole responsibility thereafter discretion deliver and interplead the Subject Shares and the Dividend Securities into court and such delivery and interpleading shall be an effective discharge to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after of all of its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsobligations hereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood 5.1 The Company and agreedthe Executive shall, furtherjointly and severally, that from time to time, and at all times hereafter, well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent shall: 8.1. and its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses (collectively, the "Claims") which the Escrow Agent and its successors and assigns may at any time or times hereafter bear, sustain, suffer or be under put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent's compliance in good faith with the terms hereof; provided, however, that no duty to pay and transfer any monies hereunder, unless the same shall have been first received indemnity need be paid if such Claims were directly caused by the Escrow Agent’s gross negligence or wilful misconduct as determined by a court of law. 5.2 If case proceedings should hereafter be taken in any court respecting the Subject Shares (or the Dividend Securities), the Escrow Agent pursuant shall 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 5.1 hereof against its costs of such proceedings. 5.3 The Escrow Agent shall not be bound in any way or by any contract or agreement, verbal, written or otherwise, 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 to the other parties hereto with respect to the subject matter hereof shall be to hold the Subject Shares (and the Dividend Securities) as set forth herein and to deliver the same to such persons and other such conditions as are set forth herein or directed in writing by all the other parties hereto. Without limiting the generality of the foregoing, the Escrow Agent shall have no duty, liability or responsibility to any of the other parties hereto or their successors or assigns in respect of the loss of all or any of the Subject Shares (or the Dividend Securities), except the duty to exercise in the performance of its obligations hereunder such care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Escrow Agent may act on the advice of legal counsel, but shall not be responsible for acting or failing to act on the advice of legal counsel. 5.4 The Escrow Agent shall not be required to pass upon the sufficiency of any of the Subject Shares (or the Dividend Securities) or the notices delivered to the Escrow Agent hereunder 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 be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as specified herein by the other parties hereto. 5.5 Notwithstanding any other provision hereof, in the event that any or all of the Subject Shares (or the Dividend Securities) 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 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 provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it shall not be liable to any of the other parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 5.6 Except as otherwise provided herein, the Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the other parties hereto or by any other person, firm, association or corporation. It shall, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to 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 other parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 5.7 Notwithstanding any other provision hereof, if the Escrow Agent receives any valid court order contrary to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum Escrow Agent may continue to hold any or applicable securities or other laws in tendering all of the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement Subject Shares (and the information contained therein without responsibility to determine Dividend Securities) until the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined lawful determination by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting jurisdiction or failing to act in connection with any otherwise of the transactions contemplated hereby issue between the other parties hereto. 5.8 The Escrow Agent may resign as the escrow agent hereunder by giving not less than ten (10) days written notice thereof to the Company and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it Executive. The Company and the Executive may sustain in carrying out terminate the terms of this Agreement except such claims which are occasioned Escrow Agent by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty giving not less than ten (10) days written notice to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, . The resignation or termination of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actbe effective, and the Escrow Agent shall cease to be entitled to continue to refrain from acting until bound by this Agreement, on the date that is ten (i10) days after the rights date of all interested parties shall have been adjudicated by a court receipt of competent jurisdictionthe termination notice given hereunder or on such other date as the Company, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, Executive and the Escrow Agent shall have been notified thereof in writing signed by all such personsmay agree upon. If any controversy should arise with respect All indemnities granted to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by survive: (a) the Fund, whereupon termination of this Agreement; or (b) the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations termination or resignation of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and for whatever reason. In the event of termination or resignation of the Escrow Agent's , the Escrow Agent shall, within that ten (10) days notice period, deliver the Subject Shares, the Dividend Securities and any other property in the Escrow Fund to the new the escrow agent to be named by the Company and the Executive. 5.9 Notwithstanding any other provision hereof, the Escrow Agent may act upon any written instructions given jointly by the Company and the Executive. 5.10 Notwithstanding any other provision hereof, if any dispute arises between any of the parties hereto with respect to this Agreement or any matters arising in respect thereof, the Escrow Agent may in its sole responsibility thereafter discretion deliver and interplead the Subject Shares and the Dividend Securities into court and such delivery and interpleading shall be an effective discharge to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after of all of its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsobligations hereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood (a) The duties and agreed, further, that obligations of the Escrow Agent shall: 8.1. hereunder shall be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received determined solely by the Escrow Agent pursuant to the express provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine Escrow Agent shall not be liable except for the validity or sufficiency performance of such duties and obligations as are specifically set forth in this Agreement. (b) The Escrow Agent shall not be liable for any depreciation in the value of the sameInvestment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. (c) In making any such payments from the Escrow Account, the Escrow Agent may rely on any such requisitions and certificates delivered to it pursuant to this Section 9 and the Escrow Agent shall be relieved of all liability with respect to any such payments made in accordance with such requisitions and certificates. (d) The Escrow Agent shall be fully protected in acting on and relying upon any other written advice, certificate, notice, opiniondirection, instruction, request, certificate, approval, consent or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and to be have been signed or presented by the proper party or parties;, and may assume that any person purporting to give such advice, certificate, notice, direction, instruction or request or other paper or document has been duly authorized to do so. The Escrow Agent assumes no responsibility for the genuineness, validity, value or collectibility of any Permitted Investment, but shall take no action which would adversely affect such genuineness, validity, value or collectibility. 8.4. (e) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), incur no liability and shall be indemnified and held harmless by the Fund against any claim made against it by reason fully protected in respect of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, omitted or suffered or omitted by it in good faith in accordance with the advice opinion of such counsel. If a controversy arises hereunder, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, as to whether or of any such counsel, shall relieve not or to whom the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. deliver amounts available in the event Escrow Account, or as to any other matter arising out of a disagreement between any of the parties or relating to this Agreement, Agreement or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take funds deposited hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable make any delivery of amounts available in any way or the Escrow Account but shall retain it without liability to any person for its failure or refusal anyone until the rights of the parties to act, and the dispute shall have finally been determined pursuant to Section 8 hereof. The Escrow Agent shall be entitled to continue assume that no such controversy has arisen unless it had received conflicting written notices from the District. (f) The Escrow Agent shall be reimbursed and indemnified for, and held harmless against, any loss, liability or expense, including but not limited to refrain from acting until (i) reasonable counsel fees, incurred without bad faith or willful misconduct or gross negligence on the rights part of all interested parties shall have been adjudicated by a court the Escrow Agent arising out of competent jurisdictionor in connection with its acceptance of, or (ii) all adverse claims the performance of its duties and obligations under this Agreement as well as the costs and expenses of defending against any claim or demands have been resolved by agreement between all interested persons liability arising out of or doubt has been reasonably resolved, and, in the case of disagreement, relating to this Agreement; provided that the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise be liable for a loss resulting from its own gross negligence, bad faith or willful misconduct with respect to the handling of funds. Payments to the Escrow agent pursuant to this Agreement, subsection (f) shall be limited to the amounts available in the Escrow Account. (g) The Escrow Agent shall not have the rightany obligation by virtue of this Agreement to spend any of its own funds or to take any action which could, at in its optiondiscretion, to institute an interpleader action result in any court of competent jurisdiction costs or expenses being incurred by it. (h) The Escrow Agent shall be entitled to determine the rights of the parties; 8.9. have no liability receive compensation in an amount to be agreed upon by separate written agreement for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address services as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;Escrow Agent hereunder. (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision The provisions of this Agreement, Section 9 shall survive any termination or as a result of the acceptance expiration of this Agreement.

Escrow Agent. It (a) The Title Company shall accept the ▇▇▇▇▇▇▇ Money with the understanding of the parties that Title Company is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty not a party to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only Agreement except to the extent of its specific responsibilities hereunder, and in does not assume or have any liability for the manner expressly provided for in this Agreement and performance or non-performance of Buyer or Seller hereunder to either of them. (b) The Title Company shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in relying upon the accuracy, acting in reliance upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the samecontents, and be protected in acting upon assuming the genuineness of any other notice, opinion, requestdemand, certificate, approvalsignature, consent instrument or other paper delivered document which is given to it the Title Company without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (c) The Title Company shall not be bound in any way by any other agreement or understanding between the parties hereto, whether or not the Title Company has knowledge thereof or consents thereto unless such consent is given in writing. (d) The Title Company’s sole duties and represented responsibilities under this Agreement as escrow agent for the ▇▇▇▇▇▇▇ Money shall be to it to be genuine hold and to be signed by disburse the proper party or parties;▇▇▇▇▇▇▇ Money in accordance with this Agreement. 8.4. (e) The Title Company shall not be liable for any act action taken or omission unless such act omitted by the Title Company in good faith and believed by the Title Company to be authorized or omission constitutes within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud, bad faithwillful misconduct or negligence of the Title Company. (f) Upon the disbursement of the ▇▇▇▇▇▇▇ Money in accordance with the terms of this Agreement, reckless disregard the Title Company shall be relieved and released from any liability under this Agreement. (g) The Title Company 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 Title Company, the Title Company shall deliver the ▇▇▇▇▇▇▇ Money to such successor escrow agent. From and after such resignation and the delivery of the ▇▇▇▇▇▇▇ Money to such successor escrow agent, the Title Company shall be fully relieved of all of its duties, gross negligence responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the appointed successor escrow agent. If for any reason the parties hereto shall not approve a successor escrow agent within such period, the Title Company may bring any appropriate action or willful misconduct (as determined by proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money with a court of competent jurisdiction), pending the approval of a successor escrow agent, and upon such deposit the Title Company shall be indemnified fully relieved of all of its duties, responsibilities and held obligations under this Agreement. (h) Seller and Buyer hereby agree to, jointly and severally, indemnify, defend and hold the Title Company harmless by the Fund from and against any claim liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against it against, the Title Company (including reasonably attorneys’ fees, expenses and court costs) by reason of its the Title Company’s acting or failing to act in connection with any of the transactions matters contemplated hereby and against any loss, liability, cost, suit by this Agreement in its capacity as escrow agent for the ▇▇▇▇▇▇▇ Money or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement Agreement, except such claims which are occasioned by its as a result of the Title Company’s fraud, bad faith, reckless disregard of its duties, gross negligence willful misconduct or willful misconduct;negligence. 8.5. have no liability or duty to inquire into (i) In the terms and conditions of any subscriptions for Interests, and event that its duties and responsibilities a dispute shall be limited to those expressly set forth under this Agreement and are purely ministerial arise in nature; 8.6. be permitted to consult connection with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless or as to the same shall be in writing and signed by all rights of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties in and to, or the disposition of, the ▇▇▇▇▇▇▇ Money, either party (a “Demanding Party”) may deliver to the other party and the Title Company a written demand for payment of the ▇▇▇▇▇▇▇ Money (the “Demand”). The Title Company shall pay the ▇▇▇▇▇▇▇ Money to the Demanding Party unless the other party, within ten (10) days following the delivery of the Demand to the other party, shall deliver written notice (the “Dispute Notice”) to the Title Company and the Demanding Party stating that the other party disputes the right of the Demanding Party to receive payment of the ▇▇▇▇▇▇▇ Money. If the other party fails to timely deliver a Dispute Notice to the Title Company and the Demanding Party, the Title Company, promptly upon the expiration of such ten (10) day period, shall pay the ▇▇▇▇▇▇▇ Money to the Demanding Party without further authorization or direction from the other party and conclusively shall be discharged and released from any liability or obligation to the other party with respect to such payment. If the other party timely delivers a Dispute Notice to the Title Company and the Demanding Party, the Title Company either shall (w) hold and retain all or any part of the ▇▇▇▇▇▇▇ Money until such dispute is settled or finally determined by litigation, arbitration or otherwise, or (x) deposit the ▇▇▇▇▇▇▇ Money in an appropriate court of law, following which the Title Company shall thereby and thereafter be relieved and released from any liability or obligation under this Agreement, or between them and any (y) institute an action in interpleader or other person, including any investor, resulting similar action permitted by stakeholders in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights State of all interested parties shall have been adjudicated by a court of competent jurisdictionNew York, or (iiz) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in interplead any of the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action parties in any court of competent jurisdiction action or proceeding which may be brought to determine the rights of the parties; 8.9parties to all or any part of the ▇▇▇▇▇▇▇ Money. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation Notwithstanding anything to the Fund at contrary contained herein, Seller, Buyer and Title Company each hereby acknowledges and agrees that payment of the address as set forth in ▇▇▇▇▇▇▇ Money to Buyer pursuant to Section 8.12. hereof3.1 of this Agreement or Seller pursuant to Section 9.3 of this Agreement shall not require written demand therefor by the party to whom the ▇▇▇▇▇▇▇ Money is to be paid, at least thirty (30) days before nor shall such payment be subject to objection by the date specified for such resignation to take effect, and upon the effective date of such resignation;other party. (ij) The Title Company shall not have any liability or obligation for loss of all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations or any portion of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held ▇▇▇▇▇▇▇ Money by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result reason of the acceptance insolvency or failure of this Agreementthe institution of depository with whom the escrow account is maintained.

Escrow Agent. It is understood (a) Each of the Lenders (and agreed, further, that the other Secured Parties by their acceptance of the benefits under the Loan Documents) irrevocably designates and appoints the Escrow Agent shall: 8.1. be as its agent under no duty to pay this Agreement and transfer any monies hereunder, unless the same shall have been first received by other Loan Documents with and irrevocably authorizes the Escrow Agent pursuant Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty the other Loan Documents and to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds exercise such powers and perform such duties as are expressly delegated to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided Agent by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, contrary elsewhere in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall not have the rightany duties or responsibilities, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or except those expressly provided forset forth herein, or written instructions given by, the Fund any fiduciary relationship with any Lender (or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effectother Secured Party), and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon read into this Agreement or any other Loan Document or otherwise exist against the Escrow Agent's obligations hereunder shall cease and terminate;. (iib) if no such successor Escrow Agent has been designated by such date, all obligations For the avoidance of the Escrow Agent hereunder shall, nevertheless, cease and terminatedoubt, and notwithstanding anything to the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated contrary in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, the Escrow Agreement, or as a result any additional document, instrument, certificate and/or agreement related to any of the acceptance foregoing, each of this the Parties and Escrow Agent acknowledge and agree that in no event shall any Deposit Property (as such term is defined in the Escrow Agreement) or other property, proceeds, cash, cash equivalents, or otherwise placed or held, in each case, in the Loan Proceeds Account at any time be, or be deemed to be, property of any of the Borrower or its affiliates or subsidiaries or any of their respective bankruptcy estates.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shallis not a party to, or bound by any agreement which may be deposited under, evidenced by, or which arises out of the foregoing instructions: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the (a) Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act acts hereunder as a depository only and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument deposited with it hereunder, or with respect to the form or execution of same; or the identity, authority, or rights of any person executing or depositing the same. Funds in escrow shall not be protected assignable in acting upon whole or in part by any written instruction party and shall not be pledged, mortgaged, or notice provided hypothecated. (b) The Parties hereto further agree that Escrow Agent assumes no liability for and is expressly released from any claim or claims whatsoever in connection with the receiving, retaining and delivering of the above papers and funds except to account for payment and/or delivery made thereon. Deposit by Escrow Agent of the Fund funds (less its charges and expenses incurred herein) comprising this escrow in court, shall relieve Escrow Agent of all further responsibility and liability, and Escrow Agent is hereby expressly authorized to disregard in its sole discretion any and all notices or DST pursuant warnings given by any of the parties hereto, or by any other person or corporation, but the said Escrow Agent is hereby expressly authorized to regard and to comply with and obey any and all Orders, Judgments or Decrees entered or issued by any Court with or without jurisdiction, and in case Escrow Agent obeys or complies with any such Order, Judgment or Decree of any Court 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 any such Order, Judgment or Decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this Agreement escrow to which Escrow Agent is or may be at any time a party, it shall have a lien on the contents hereof for any and all cost, attorneys' fees, whether such attorneys shall be regularly retained or specially employed and other expenses which it may have incurred or become liable for on account thereof, and it shall be entitled to reimburse itself therefore out of said deposit, and the information contained therein without responsibility undersigned jointly and severally agree to determine indemnify and hold harmless Escrow Agent from all loss, costs or damages incurred, including but not limited to attorneys' fees, by reason of this Escrow Agreement or the validity subject matter hereof or sufficiency any cause of the same, and action which may be protected filed in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine connection therewith and to be signed by the proper party or parties;pay Escrow Agent, upon demand all such costs, fees and expenses so incurred. 8.4. (c) Escrow Agent shall not be liable for any act error of judgment or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered act done or step taken or omitted by it in good faith faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct, and Escrow Agent shall have no duties to anyone except those signing this instrument. (d) ▇▇▇▇▇▇ Agent may consult with legal counsel in the event of any dispute or questions as to the construction of the foregoing instructions, or ▇▇▇▇▇▇ Agent's duties hereunder, and ▇▇▇▇▇▇ Agent shall incur no liability and shall be fully protected in acting in accordance with the advice opinion and instructions of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the (e) Escrow Agent from assumes no liability and the parties hereto consent and agree that Escrow Agent shall have no liability for any claims which are occasioned by its frauddefalcation, bad faithinsolvency, reckless disregard of its duties, gross negligence receivership or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all conservatorship of the parties of this Agreement;Depository Institution. 8.8. in the event of a disagreement between (f) Nor shall Escrow Agent have any liability due to any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the than Escrow Agent has filing for Bankruptcy or the consequences or effect of such a reasonable basis to be in doubt as to what action it should take Bankruptcy on the funds and/or documents deposited hereunder, the . (g) Escrow Agent may, at its option, refuse does not represent or warrant that the funds deposited are or will be sufficient or adequate to comply with pay any claims or demands on it or refuse to take and all sums due either under any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way draw request or to any person for its failure anyone performing work or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation providing materials pursuant to the Fund at plans and specifications, nor that the address as set forth in Section 8.12. hereof, at least thirty (30) days before funds deposited are sufficient to complete the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsimprovements. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood (a) Each of the Lenders (and agreed, further, that the other Secured Parties by their acceptance of the benefits under the Loan Documents) irrevocably designates and appoints the Escrow Agent shall: 8.1. be as its agent under no duty to pay this Agreement and transfer any monies hereunder, unless the same shall have been first received by other Loan Documents with and irrevocably authorizes the Escrow Agent pursuant Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty the other Loan Documents and to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds exercise such powers and perform such duties as are expressly delegated to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided Agent by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, contrary elsewhere in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall not have the rightany duties or responsibilities, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or except those expressly provided forset forth herein, or written instructions given by, the Fund any fiduciary relationship with any Lender (or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effectother Secured Party), and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon read into this Agreement or any other Loan Document or otherwise exist against the Escrow Agent's obligations hereunder shall cease and terminate;. (iib) if no such successor Escrow Agent has been designated by such date, all obligations For the avoidance of the Escrow Agent hereunder shall, nevertheless, cease and terminatedoubt, and notwithstanding anything to the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated contrary in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, the Escrow Agreement, or as a result any additional document, instrument, certificate and/or agreement related to any of the acceptance foregoing, each of this the parties hereto and Escrow Agent acknowledge and agree that in no event shall any Deposit Property (as such term is defined in the Escrow Agreement) or other property, proceeds, cash, cash equivalents, or otherwise placed or held, in each case, in the Loan Proceeds Account at any time be, or be deemed to be, property of any of the Borrower or its affiliates or subsidiaries or any of their respective bankruptcy estates.

Escrow Agent. It is understood (a) The Escrow Agent shall have only those duties as are specifically and agreedexpressly provided herein, furtherwhich shall be deemed purely ministerial in nature, that and no other duties shall be implied. The Escrow Agent shall not have any fiduciary, partnership or joint venture relationship with any Party or any other person or entity arising out of or in connection with this Agreement. (b) The Escrow Agent shall not be responsible for, nor chargeable with, knowledge of, nor have any requirements to comply with, the terms and conditions of any other agreement, instrument or document among the Parties, in connection herewith, if any, including without limitation the Merger Agreement, nor shall the Escrow Agent shall: 8.1. be under no duty required to pay and transfer determine if any monies hereunderperson or entity has complied with any such agreements, unless the same nor shall have been first received by any additional obligations of the Escrow Agent pursuant to be inferred from the terms of such agreements, even though reference thereto may be made in this Agreement. In the event of any conflict between the terms and provisions of this Agreement; 8.2. be under no duty , those of the Merger Agreement, any schedule or exhibit attached to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, or any other agreement among the Memorandum or applicable securities or other laws Parties, the terms and conditions of this Agreement shall govern and control in tendering the investor funds all respects relating to the Escrow Agent;, but in every other respect involving the parties and beneficiaries of any such other agreement, the other agreement shall control. 8.3. act hereunder as a depository only (c) The Escrow Agent may rely upon, and shall not be protected in liable for acting upon or refraining from acting upon, any Release Notice or other written notice, document, instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered request furnished to it hereunder and represented to reasonably believed by it to be genuine and to be have been signed or presented by the proper party Party or parties; 8.4Parties without inquiry and without requiring substantiating evidence of any kind. The Escrow Agent shall not be liable to any Party, any beneficiary, or other person or entity for refraining from acting upon any act Release Notice or omission other written notice, document, instruction or request furnished to it hereunder setting forth, claiming, containing, objecting to, or related to the transfer or distribution of the Adjustment Escrow Shares or the Earnout Shares, or any portion thereof, unless such act Release Notice or omission constitutes fraudother written notice, bad faithdocument, reckless disregard of its duties, gross negligence instruction or willful misconduct (notice shall have been delivered to the Escrow Agent in accordance with Section 11 below and the Escrow Agent has been able to satisfy any applicable security procedures as determined by a court of competent jurisdiction), may be required hereunder and as set forth in Section 11. The Escrow Agent shall not be indemnified and held harmless by the Fund against under any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into or investigate the terms and conditions validity, accuracy or content of any subscriptions for Interestssuch document, and that its duties and responsibilities notice, instruction or request. The Escrow Agent shall have no duty to solicit any receipt of the Adjustment Escrow Shares or the Earnout Shares which may be limited due to those expressly set forth under this Agreement and are purely ministerial in nature;it or the Escrow Account, nor shall the Escrow Agent have any duty or obligation to confirm or verify the accuracy or correctness of any number or class of Adjustment Escrow Shares or Earnout Shares deposited with it hereunder. 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and (d) The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith in accordance with except to the advice extent that a final adjudication of such counsel, provided, however, a court of competent jurisdiction determines that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its ’s fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4misconduct was the primary cause of any loss to either Party. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between The Escrow Agent may execute any of the parties to this Agreement, its powers and perform any of its duties hereunder directly or between them and any other person, including any investor, resulting in adverse claims through affiliates or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actagents, and the Escrow Agent shall not be entitled liable for any action taken, suffered or omitted to continue to refrain from acting until be taken by any such attorney or agent in good faith, absent fraud, gross negligence, bad faith or willful misconduct (i) the rights each as determined by a final, nonappealable judgment of all interested parties shall have been adjudicated by a court of competent jurisdiction) in the selection and continued employment thereof. The Escrow Agent may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for any action taken, suffered or omitted to be taken by it in accordance with, or (ii) all adverse claims in reasonable reliance upon, the advice or demands have been resolved by agreement between all interested persons opinion of any such counsel, accountants or doubt has been reasonably resolved, and, in other skilled persons. In the case of disagreement, event that the Escrow Agent shall have been notified thereof be uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party which, in writing signed by all such persons. If its opinion, conflict with any controversy should arise with respect to of the provisions of this Agreement, the Escrow Agent it shall have the right, at its option, be entitled to institute an interpleader action in refrain from taking any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effectaction, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder its sole obligation shall be delivered by to keep safely all property held in escrow until it to such successor Escrow Agent as may shall be designated given a direction in writing by the Fund, whereupon Parties which eliminates such ambiguity or uncertainty to the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor satisfaction of Escrow Agent has been designated or by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final and non-appealable order or judgment of a court of competent jurisdiction; yet. To the extent practicable, if no such designation, order the Parties agree to pursue any redress or judgment is received by recourse in connection with any dispute arising under the Merger Agreement (other than with respect to a dispute involving the Escrow Agent) without making the Escrow Agent within sixty a party to the same. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (60) days after its giving such resignation noticeincluding but not limited to lost profits), it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by even if the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result Escrow Agent has been advised of the acceptance likelihood of this Agreementsuch loss or damage and regardless of the form of action.

Escrow Agent. It is understood and agreed, further, that the (a) Escrow Agent shall: 8.1. be under no duty to pay shall hold possession of and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions solely keep all of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only subject to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Intereststhis Agreement, and shall deliver and dispose of the same according to the terms and conditions hereof, and shall deal with the parties hereto in relation to the sums so escrowed fairly and impartially according to the intent of the parties as herein expressed, provided however that its duties and responsibilities Escrow Agent is to be considered as a depository only, shall not be limited deemed to those expressly set forth under be a party to any document other than this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counselAgreement, and shall not be responsible or liable in any manner whatsoever for the sufficiency, manner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and as required hereunder, without any necessity of verifying the authority therefor. Notices given (i) by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇, as counsel to and on behalf of Purchaser, shall be deemed given by Purchaser, and (ii) by ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to and on behalf of Seller, shall be deemed given by Seller. (b) Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in good faith and without gross negligence. Seller and Purchaser agree to save and hold Escrow Agent harmless from any loss and from any claims or demands arising out of its actions hereunder that are consistent with the preceding sentence, and hereby agree to indemnify Escrow Agent from any claims or demands for losses arising out of its activities hereunder. (c) It is further understood by Seller and Purchaser that if, as the result of any disagreement between them or adverse demands and claims being made by any of them upon Escrow Agent, or if Escrow Agent otherwise shall become involved in litigation with respect to this Agreement or the Purchase Agreement, such parties agree that they, jointly and severally, are and shall be liable to Escrow Agent and shall reimburse Escrow Agent on demand for all costs, expenses and counsel fees it shall incur or be compelled to pay by reason of such litigation, including reasonable compensation to Escrow Agent for time expended in connection with any such dispute or litigation. (d) In taking or omitting to take any action whatsoever hereunder, Escrow Agent shall be protected in relying upon any notice, paper, or other document believed by it to be genuine, or upon evidence deemed by it to be sufficient, and in no event shall Escrow Agent be liable hereunder for any act performed or omitted to be performed by it hereunder in the absence of gross negligence or bad faith. Escrow Agent may consult with counsel in connection with its duties hereunder and shall be fully protected in any act taken, suffered or omitted permitted by it in good faith and without gross negligence in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the (e) Escrow Agent from liability for any claims which are occasioned by its fraudis acting, bad faithand may continue to act, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties attorney to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made Purchaser in connection with any matters related to the matters covered Purchase Agreement whether or not the Fund is being held by this Agreement▇▇▇▇▇, McClosky, Smith, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.A. or if the Escrow Agent it has been delivered to a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way substitute impartial party or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood ▇▇▇▇▇▇ and agreedBuyer hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, furtherAttorney of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder▇▇▇ ▇▇▇ ▇▇▇▇▇▇, unless the same shall have been first received by the ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraudagreement, bad faithto do the following: (a) to receive and execute a copy of this agreement, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty the deed from Seller to inquire into the terms and conditions of any subscriptions for InterestsBuyer, and that its duties evidence of title (title insurance commitment), all release of liens or other instruments to be filed. (b) to prepare closing statements which the parties hereto agree to sign as part of their obligation herein. (c) to deliver the deed to the Buyer at time of closing, and responsibilities if so instructed, file all documents with the Office of the Register of Deeds. (d) to receive from Buyer and Seller the costs of closing. (e) to pay all costs associated with this transaction, including abstracting, title insurance premiums, transfer tax on the deed, filing fees, legal fees, escrow fee, and real estate taxes, existing encumbrances, and all liens and mortgages, if any. Each party shall be limited responsible for their own respective attorney’s fees involved in this transaction. (f) to those expressly collect a closing fee of $600.00, which shall be paid one-half by Seller and one- half by ▇▇▇▇▇. (g) to remit unto Seller all sums to Seller, after deducting any sums required to be paid as set forth under this Agreement and are purely ministerial in nature;herein. 8.6. be permitted to consult with counsel (h) The duties of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled confined to continue to refrain from acting until the items specifically provided herein. (i) Should the Escrow Agent become aware of conflicting demands or claims with respect to the Escrow or the rights of all interested any of the parties shall have been adjudicated by a court of competent jurisdictionhereto, or (ii) all adverse claims any money or demands have been resolved by agreement between all interested persons property deposited herein or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreementaffected thereby, the Escrow Agent shall have the rightright to discontinue any further acts, at its optionuntil such conflict is resolved, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. and shall further have the right, at right to commence or defend any time, to resign hereunder by giving written notice of its resignation to action or proceedings for the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date determination of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsconflict. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreedThe parties hereto designate First American Title Insurance Company, further▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, that ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Phone: ▇▇▇-▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (the “Title Company”) as the escrow agent (the “Escrow Agent shall: 8.1Agent”) in connection with this transaction. be under no duty to pay and transfer any monies hereunder, unless the same This Agreement shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement serve as escrow instructions and shall be under no duty subject to determine whether the Fund is complying usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with requirements any of the terms hereof. By execution of this Agreement, the Memorandum Escrow Agent agrees that the ▇▇▇▇▇▇▇ Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: (i) applied against the Purchase Price if Closing occurs; or applicable securities (ii) delivered to Seller or Buyer, in accordance with the terms of this Agreement upon the written approval of Seller and Buyer, if Closing does not occur. Interest on the ▇▇▇▇▇▇▇ Deposit shall be paid to the party entitled to receive the ▇▇▇▇▇▇▇ Deposit pursuant to this Agreement. a) Escrow Agent is hereby appointed by ▇▇▇▇▇ and Seller to receive, hold and dispose of the ▇▇▇▇▇▇▇ Deposit set forth above and the Roof Escrow Funds (as hereinafter defined) in accordance with the terms and conditions hereof. Escrow Agent shall not release any or all of the ▇▇▇▇▇▇▇ Deposit without joint written instructions from ▇▇▇▇▇ and Seller. Escrow Agent is acting solely as a stakeholder and depository, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority of any person executing or depositing it. b) ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s fees in connection with or in any way arising out of this Agreement, other laws in tendering the investor funds to than expenses resulting from the Escrow Agent;’s own gross negligence or willful misconduct. 8.3c) In the event of a dispute concerning the ▇▇▇▇▇▇▇ Deposit and/or the Roof Escrow Funds, Escrow Agent may continue to hold the ▇▇▇▇▇▇▇ Deposit and/or the Roof Escrow Funds pursuant to the terms hereof, or may, after giving Buyer and Seller at least 15 days’ advance, written notice, at the joint and several cost of the Buyer and Seller, deposit the same in a court of competent jurisdiction. act hereunder Escrow Agent may dispose of the ▇▇▇▇▇▇▇ Deposit and/or the Roof Escrow Funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. d) ▇▇▇▇▇▇ Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as a depository only to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the opinion or instructions of such counsel. e) Escrow Agent shall be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, waiver, consent, certificate, approvalreceipt, consent authorization, power of attorney or other paper delivered to it and represented to it document Escrow Agent in good faith believes to be genuine and what it purports to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6be., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that the 3.1 The Escrow Agent shall: 8.1. be under no duty to pay joins in the execution of this Agreement for the purpose of acknowledging and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant agreeing to the provisions of this Article 3. This Agreement shall serve as instructions to the Escrow Agent. If, in addition to this Agreement;, Escrow Agent requests Purchaser and Seller to execute additional escrow instructions, or Escrow Agent's general instructions, Purchaser and Seller shall do so, provided that such additional or general escrow instructions do not conflict with the terms and conditions of this Agreement. 8.23.2 The Deposits shall be held in escrow by Escrow Agent. be under no duty If Purchaser furnishes Seller and Escrow Agent with written notification on or before thirty (30) days after the Effective Date (the "Inspection Contingency Date"), that: (a) the conditions precedent set forth in Section 10.1 hereof have not been satisfied; and/or (b) specified matters in the Title Commitment and/or the Survey are objected to accept any information from any person or entity other than the Fund or DSTpursuant to Section 10.2, and Seller fails to cure said objections within the time permitted (as set forth in Section 6.3); and/or (c) that the condition precedent set forth in Section 10.3 has not been satisfied, then only in any such event, Escrow Agent shall return the Deposits and all interest earned thereon to the extent Purchaser, and in the manner expressly provided for in thereupon this Agreement and shall terminate. Upon such termination this Agreement shall be under null and void and of no duty other force and effect, and except for the Inspection Indemnity (as hereinafter defined), neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to determine whether the Fund is complying with requirements other by reason thereof. 3.3 The duties of the Escrow Agent, in service as escrow agent, shall be as follows: 3.3.1 During the term of this Agreement, it shall hold and disburse the Memorandum Deposits in accordance with the terms and provisions of this Agreement, including, but not limited to, the application of the Deposits and all interest earned thereon towards the Purchase Price in accordance with Section 2.1.2 or applicable securities or other laws in tendering the investor funds return of the Deposits and all interest earned thereon to the Escrow Agent;Purchaser in accordance with Section 3.2. 8.3. act hereunder as a depository only and 3.3.2 After Buyer has removed all contingencies, pursuant to Section 3.2, above, the Deposits shall be protected non-refundable except in acting upon any written instruction or notice provided the event that Seller breaches its obligations under this Agreement. 3.3.3 If this Agreement shall be terminated by the Fund mutual written agreement of Seller and Purchaser, or DST pursuant to this Agreement and the information contained therein without responsibility if Escrow Agent is unable to determine at any time to whom the validity Deposits should be delivered, or sufficiency if a dispute shall develop between Seller and Purchaser concerning to whom the Deposits should be delivered, then and in any such event, then Escrow Agent shall deliver the Deposits and all interest earned thereon in accordance with the joint written instructions of the same, Seller and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by Purchaser. In the proper party or parties; 8.4. event that such written instructions shall not be liable received by Escrow Agent within ten (10) days after it has served a written request for any act or omission unless such act or omission constitutes fraudinstructions upon Seller and Purchaser, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by then Escrow Agent shall have the right to deliver the Deposits and all interest earned thereon into a court of competent jurisdiction)jurisdiction in the County of Jefferson, Colorado, which court Seller and Purchaser agree shall have jurisdiction and venue as respects any dispute in regard to the Deposits and all interest earned thereon, and interplead Seller and Purchaser in respect thereof, and thereupon Escrow Agent shall be indemnified and held harmless by the Fund against discharged of any claim made against it by reason of its acting or failing to act obligations in connection with any of this Agreement. 3.3.4 By joining herein, the transactions contemplated hereby Escrow Agent undertakes only to perform the duties and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability obligations imposed upon it may sustain in carrying out 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/or the Purchaser hereunder. 3.3.5 Purchaser and Seller hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except such claims which are occasioned by its fraudfor breach of Escrow Agent's obligations hereunder, bad faithnegligence, reckless disregard breach of its duties, gross negligence trust or willful misconduct; 8.5. have no liability or duty to inquire into ; that the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and Escrow Agent shall not be liable responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement; and that in the event of any dispute under this Agreement, the Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken, suffered or omitted taken by it in good faith in accordance with the advice opinion of such its counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by . Seller and Purchaser each hereby agrees to indemnify and hold harmless the Escrow Agent, acting in its capacity as escrow agent on behalf of Seller and Purchaser, against any and all losses, liability, claims, demands, damages, actions, causes of action and suits (other than for breach of Escrow Agent's obligations hereunder, negligence, willful misconduct or breach of any such counsel, shall relieve the Escrow Agent from liability for any claims trust) which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not may be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made imposed upon it in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice performance of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsduties hereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that further agreed that: (1) the Escrow Agent shall: 8.1. shall be under no duty obliged to pay and transfer any monies hereunder, unless exercise the same degree of care with respect to the Escrow Amount that it exercises with respect to its own property; (2) this Agreement expressly sets forth all the duties and obligations of the Escrow Agent. The Escrow Agent shall have been first received not be bound by the provisions of any other agreement between or among any of the Transaction Parties except this Agreement and the instructions delivered in accordance herewith and no implied duties or obligations of the Escrow Agent shall be read into this Agreement; (3) the Escrow Agent shall not be liable to any person or entity for any loss, liability, claim, action, damages or expenses arising out of or in connection with its performance of or its failure to perform any of its obligations under this Agreement, provided the Escrow Agent has exercised the standard of care described in Clause 6(1) above, and provided, however, that notwithstanding any other provision in this Agreement, the Escrow Agent shall be liable for its own gross negligence or wilful misconduct (except for consequential losses or special damages of any kind whatsoever, in each case however caused and whether or not foreseen). The liability of the Escrow Agent hereunder shall be limited to an amount equal to the Escrow Amount; (4) except with respect to Pre-Signing Legal Fees, for which VIP is solely responsible pursuant to Clause 8.1, the Transaction Parties shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any and all losses, liabilities, claims, actions, damages and expenses (including but not limited to reasonable lawyers' fees and disbursements) arising out of or in connection with this Agreement, save as are caused by its own gross negligence or wilful misconduct (all sums payable pursuant to this Clause 6(4) being "Reimbursable Items"); (5) the Escrow Agent shall not be obliged to make any payment or otherwise to act on any Certificate and Payment Instruction, Preliminary Closing Notice, Final Closing Notice, Termination Notice, or other request or instruction notified to it under this Agreement if it is unable: (i) to verify any signature on the notice, request, or instruction against the specimen signature provided for the relevant Authorised Representative hereunder; and (ii) (in the case of any such notice received by fax) to validate the authenticity of the request by telephoning a Callback Contact for the relevant Party. (6) the Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, or other written instrument delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or validity or the service thereof. The Escrow Agent may act in reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorised to do so; (7) the Escrow Agent may consult lawyers over any question as to the provisions of this Agreement; 8.2Agreement or its duties hereunder. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only The Escrow Agent may act pursuant to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements advice of this Agreement, the Memorandum or applicable securities lawyers or other laws in tendering the investor funds professional advisers with respect to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant matter relating to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered taken or omitted in accordance with such advice; (8) the Escrow Agent does not have any interest in the Escrow Amount deposited hereunder but is serving as custodian only. Without limiting the generality of the foregoing sentence of this Clause 6(8), none of the sums on deposit in the Escrow Account shall be used by, or available to the Escrow Agent to set off any obligations of the Investor or any of the other Transaction Parties owing to the Escrow Agent in any capacity. The Escrow Amount shall not be subject to any lien or attachment by it any creditor of any party (other than those arising by operation of law) and the Escrow Amount shall be used solely for the purpose set forth in good faith this Agreement. The obligation of the Escrow Agent to disburse the Escrow Amount in accordance with the advice terms of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by Agreement constitutes an independent and separate obligation of the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable under any circumstances whatsoever deduct from or otherwise offset against such amounts any amounts owed, or alleged to be owed, by a Transaction Party to the Escrow Agent or any other party under or in connection with this Agreement or any other agreement, or any claim, obligation or other liability of any nature whatsoever incurred or alleged to have been incurred by a Transaction Party under or in connection with any such agreement or any other matter whatsoever. This Clause 6(8), Clause 6(3) and Clause 6(4), above, shall survive notwithstanding any termination of this Agreement or the resignation or replacement of the Escrow Agent; (9) the Escrow Agent shall have no responsibility for the contents of any ruling of the arbitrators or any third party contemplated in any way other document between or among any of the Transaction Parties as a means to resolve disputes and may rely without any person for liability upon the contents thereof; (10) in the event of any disagreement between or among the Transaction Parties resulting in an Arbitration Notice being delivered to the Escrow Agent in accordance with Clause 5(3), or in the event that the Escrow Agent in good faith is in doubt as to its failure or refusal to actduties and rights hereunder, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, andtaking any action in that instance and its sole obligation, in addition to those duties hereunder as to which there is no such uncertainty (including the case crediting of disagreement, accrued interest to the Escrow Agent shall have been notified thereof Account in writing signed by all such persons. If any controversy should arise accordance with respect to this AgreementClause 4(2) hereto), the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to safely keep all property then held by in the Escrow Account until it and shall be required to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by release it in accordance with any provision of this Agreement, Clause 5(3) or as a result of directed in writing jointly by the acceptance of Transaction Parties; and (11) The Escrow Agent shall not be required to make any disbursement under this AgreementAgreement to the extent that the funds available for such purpose under this Agreement are insufficient.

Escrow Agent. It is understood (i) shall be deemed conclusively to have given and agreed, further, that the Escrow Agent shall: 8.1. delivered any notice required to be under no duty given or delivered by it pursuant to pay and transfer any monies hereunder, unless this Agreement if the same shall have been first received is in writing, signed by any one of Escrow Agent’s authorized officers and mailed to Company at the Escrow Agent pursuant to the provisions of addresses set forth in this Agreement; 8.2. (ii) shall be entitled to consult with legal counsel and shall not be liable for any action taken or omitted by that counsel; (iii) shall not, by act, delay, omission or otherwise, be deemed to have waived any rights or remedies under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement unless such waiver is in a writing signed by Escrow Agent; a waiver by Escrow Agent of any right or remedy on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any future occasion; (iv) shall not be liable for any action taken or omitted to be taken in good faith, and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum liable only for its own gross negligence or applicable securities or other laws in tendering the investor funds to the Escrow Agentwillful misconduct; 8.3. act hereunder as a depository only and (v) shall be protected in acting upon entitled to rely on any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinionpaper, request, certificate, approvalschedule, consent notice or other paper delivered to document which it and represented to it in good faith believes to be genuine and to be have been signed or adopted by the proper party or parties; 8.4. (vi) shall not under no circumstances be liable for required to risk its own funds or otherwise incur any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard financial liability in the performance of any of its dutiesduties hereunder, gross negligence if it shall have reasonable grounds for believing that repayment of such funds or willful misconduct adequate indemnity against such risk or liability is not reasonably assured to it, (as determined by a court of competent jurisdiction), and vii) shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability duties or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to except those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless and the same shall be in writing and signed by all permissive right of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as do things or omit to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address do things as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder this Agreement shall not be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or construed as a result of the acceptance of this Agreementduty.

Escrow Agent. The Escrow Agent shall not be liable for any action ------------ taken or omitted by it in good faith and its liability hereunder shall be limited to liability for gross negligence, willful misconduct or bad faith on its part. The Issuer and the Purchaser agree to save harmless, indemnify and defend the Escrow agent for, from and against any loss, damage, liability, judgment, cost and expense whatsoever, by reason of, or on account of, any misrepresentation made to it or its status or activities as Escrow Agent under this Agreement except for any loss, damage, liability, judgment, cost or expense resulting from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. It is understood and agreed, further, further agreed that the Escrow Agent shall: 8.1. (a) be under no duty to pay enforce payment of any subscription that is to be paid to and transfer any monies held by it hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. (b) promptly notify the Purchaser and the Issuer of any discrepancy between the amounts set forth on any statement delivered by a Purchaser and/or the Issuer and the sum or sums delivered to it therewith; (c) be under no duty to accept any information funds, checks, drafts or instruments for the payment of money from any person or entity anyone other than the Fund Issuer or DSTthe Purchaser, and then only or to give any receipt therefor except to the extent and Issuer or the Purchaser, with a copy in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds each case to the Escrow AgentIssuer; 8.3. act hereunder as a depository only and (d) be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to reasonably believed by it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood 4.1 The Company and agreedthe Subscriber shall, furtherjointly and severally, that from time to time, and at all times hereafter, well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent shall:and its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent and its successors and 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 or anything in any manner relating thereto or by reason of the Escrow Agent's compliance in good faith with the terms hereof. 8.14.2 If case proceedings should hereafter be taken in any court respecting the Securities (or the Dividend Securities), the Escrow Agent shall 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 4.1 hereof against its costs of such proceedings. 4.3 The Escrow Agent shall not be bound in any way or by any contract or agreement, verbal, written or otherwise, 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 to the other parties hereto with respect to the subject matter hereof shall be to hold the Securities (and the Dividend Securities) as set forth herein and to deliver the same to such persons and other such conditions as are set forth herein or directed in writing by all the other parties hereto. be under Without limiting the generality of the foregoing, the Escrow Agent shall have no duty, liability or responsibility to any of the other parties hereto or their successors or assigns in respect of the loss of all or any of the Securities (or the Dividend Securities), except the duty to pay exercise in the performance of its obligations hereunder such care, diligence and transfer skill that a reasonably prudent person would exercise in comparable circumstances. The Escrow Agent may act on the advice of legal counsel, but shall not be responsible for acting or failing to act on the advice of legal counsel. 4.4 The Escrow Agent shall not be required to pass upon the sufficiency of any monies hereunderof the Securities (or the Dividend Securities) or the notices delivered to the Escrow Agent hereunder or to ascertain whether or not the person or persons who have executed, unless 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 have been first received be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as specified herein by the other parties hereto. 4.5 Notwithstanding any other provision hereof, in the event that any or all of the Securities (or the Dividend Securities) 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 pursuant 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 provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it shall not be liable to any of the other parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 4.6 Except as otherwise provided herein, the Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the other parties hereto or by any other person, firm, association or corporation. It shall, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to 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 other parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 4.7 Notwithstanding any other provision hereof, if the Escrow Agent receives any valid court order contrary to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum Escrow Agent may continue to hold any or applicable securities or other laws in tendering all of the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement Securities (and the information contained therein without responsibility to determine Dividend Securities) until the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined lawful determination by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting jurisdiction or failing to act in connection with any otherwise of the transactions contemplated hereby issue between the other parties hereto. 4.8 The Escrow Agent may resign as the escrow agent hereunder by giving not less than ten (10) days written notice thereof to the Company and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it Subscriber. The Company and the Subscriber may sustain in carrying out terminate the terms of this Agreement except such claims which are occasioned Escrow Agent by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty giving not less than ten (10) days written notice to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, . The resignation or termination of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actbe effective, and the Escrow Agent shall cease to be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated bound by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, on the date that is ten (10) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given byAgent, the Fund or DST; 8.10Company and the Subscriber may agree upon. have the right, at any time, All indemnities granted to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by survive: (a) the Fund, whereupon termination of this Agreement; or (b) the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations termination or resignation of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and for whatever reason. In the event of termination or resignation of the Escrow Agent's , the Escrow Agent shall, within that ten (10) days notice period, deliver the Securities (and the Dividend Securities) and any other property in the Escrow Fund to the new the escrow agent to be named by the Company and the Subscriber. 4.9 Notwithstanding any other provision hereof, the Escrow Agent may act upon any written instructions given jointly by the Company and the Subscriber. 4.10 Notwithstanding any other provision hereof, if any dispute arises between any of the parties hereto with respect to this Agreement or any matters arising in respect thereof, the Escrow Agent may in its sole responsibility thereafter discretion deliver and interplead the Securities and/or any other property in the Escrow Fund into court and such delivery and interpleading shall be an effective discharge to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after of all of its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsobligations hereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood and agreed, further, that further agreed that: (1) the Escrow Agent shall: 8.1. shall be under no duty obliged to pay and transfer any monies hereunder, unless exercise the same degree of care with respect to the Escrow Amount that it exercises with respect to its own property; (2) this Agreement expressly sets forth all the duties and obligations of the Escrow Agent. The Escrow Agent shall have been first received not be bound by the provisions of any other agreement between or among any of the Transaction Parties except this Agreement and the instructions delivered in accordance herewith and no implied duties or obligations of the Escrow Agent pursuant to the provisions of shall be read into this Agreement; 8.2. (3) the Escrow Agent shall not be under no duty liable to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, costclaim, suit action, damages or expense, including the expense expenses arising out of defending itself against or in connection with its performance of or its failure to perform any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its dutiesobligations under this Agreement, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into provided the terms and conditions Escrow Agent has exercised the standard of any subscriptions for Interestscare described in CLAUSE 6(1) above, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and notwithstanding any other person, including any investor, resulting provision in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the rightbe liable for its own gross negligence or wilful misconduct (except for consequential losses or special damages of any kind whatsoever, at its option, to institute an interpleader action in any court each case however caused and whether or not foreseen). The liability of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it limited to such successor Escrow Agent as may be designated in writing by the Fund, whereupon an amount equal to the Escrow Agent's obligations hereunder shall cease and terminateAmount; (ii4) if no such successor Escrow Agent has been designated by such dateexcept with respect to Pre-Signing Legal Fees, all obligations of for which VIP is solely responsible pursuant to CLAUSE 8.1, the Transaction Parties shall jointly and severally indemnify and hold harmless the Escrow Agent hereunder shallfrom and against any and all losses, neverthelessliabilities, cease claims, actions, damages and terminate, expenses (including but not limited to reasonable lawyers' fees and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund disbursements) arising out of or in accordance connection with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, save as are caused by its own gross negligence or as a result of wilful misconduct (all sums payable pursuant to this CLAUSE 6(4) being "REIMBURSABLE ITEMS"); (5) the acceptance of Escrow Agent shall not be obliged to make any payment or otherwise to act on any Certificate and Payment Instruction, Preliminary Closing Notice, Final Closing Notice, Termination Notice, or other request or instruction notified to it under this Agreement.Agreement if it is unable: (i) to verify any signature on the notice, request, or instruction against the specimen signature provided for the relevant Authorised Representative hereunder; and

Escrow Agent. It is understood and agreedBy: -------------------------------- Name: ------------------------------ Title: ----------------------------- EXHIBIT "D" SELLER'S GUARANTY GUARANTY In consideration for, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received by the Escrow Agent pursuant to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DSTas a condition of, and then only as an inducement to certain entities (collectively, "BUYERS") that are affiliates of Windrose Medical Properties Trust, a Maryland REIT, entering into that certain Interest Purchase and Sale Agreement dated October 24, 2005 (the extent "AGREEMENT"), with certain entities (collectively, "SELLERS") that are affiliates of Medical Office Portfolio Limited Partnership, a Florida limited partnership ("GUARANTOR"), and for other good and valuable consideration, Guarantor hereby covenants and agrees to and with Buyers that if (a) default shall at any time be made by one or more Sellers under the Agreement, (b) one or more Sellers is liable to one or more Buyers for liquidated damages as provided in Section 11(a) of the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency "Break-up Fee" under Section 11(c) of the sameAgreement, or both, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. (c) such payment shall not be liable made as and when due, then Guarantor will forthwith pay the liquidated damages and Break-up Fee due and payable to said Buyer(s); provided, however, that (i) in no event shall the liability of Guarantor for any act or omission unless and all such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct liquidated damages under the Agreement and under any "Affiliate Contracts" (as determined by a court defined in the Agreement) exceed the maximum aggregate amount of competent jurisdictionOne Million Dollars ($1,000,000.00), and (ii) in no event shall the liability of Guarantor for the Break-up Fee under the Agreement and under Affiliate Contracts exceed the maximum aggregate amount of Two Million Dollars ($2,000,000.00), which is in addition to the liquidated damages. This Guaranty is a guaranty of payment (and not of collection) and is a surety agreement. Guarantor's liability hereunder is primary and direct and may be enforced without Buyers being required to resort to any other right, remedy or security, and this Guaranty shall be indemnified enforceable against Guarantor, without the necessity for any suit or proceedings on Buyers' part of any kind or nature whatsoever against Sellers, and held harmless by without the Fund against necessity of any claim made against it by reason notice of its acting non-payment, non-performance or failing non-observance or the continuance of any such default or of any notice of acceptance, protest, dishonor or presentment of this Guaranty or of Buyers' intention to act in connection with reliance hereon or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. This Guaranty shall be a continuing Guaranty, and (whether or not Guarantor shall have notice or knowledge of any of the transactions contemplated hereby following) the liability and against any loss, liability, cost, suit or expense, including the expense obligation of defending itself against any claim of liability it may sustain Guarantor hereunder shall remain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms full force and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counseleffect without regard to, and shall not be liable for released, discharged or in any action takenway impaired by (a) any amendment or modification of, suffered or omitted supplement to, or extension or renewal of, the Agreement; (b) any exercise or non-exercise of any right, power, remedy or privilege under or in respect of the Agreement or this Guaranty or any waiver, consent or approval by it in good faith in accordance Buyers with respect to any of the advice of such counselcovenants, providedterms, however, that nothing conditions or agreements contained in this Section 8.6.the Agreement; (c) any bankruptcy, nor insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding relating to Sellers, or their properties (including without limitation any action taken by rejection or disaffirmance of the Escrow Agent, Agreement in any such proceedings); (d) any limitation on the liability or obligation of Sellers under the Agreement or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the federal bankruptcy law or any other statute or from the decision of any court; or (e) any transfer by Sellers or any assignment, mortgage or pledge of their interest under the Agreement. All of Buyers' rights and remedies under the Agreement and under this Guaranty are intended to be distinct, separate and cumulative and no such counselright and remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any of the others. Guarantor further agrees that, to the extent that Sellers or Guarantor makes a payment or payments to Buyers, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to Sellers or Guarantor or their respective estate, trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, this Guaranty and the damages or part thereof which have been paid, reduced or satisfied by such amount shall relieve be reinstated and continued in full force and effect as of the Escrow Agent from liability date such initial payment, reduction or satisfaction occurred. This Guaranty shall be legally binding upon Guarantor and its successors and assigns and shall inure to the benefit of Buyers and their successors and assigns. Reference herein to Sellers shall be deemed to include Sellers and their successors and assigns. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICTS OF LAW. If any legal action, arbitration, or other proceeding is brought for the enforcement of this Guaranty, or because of an alleged dispute, breach, default or misrepresentation in connection with any claims which are occasioned by its fraudprovisions of this Guaranty, bad faiththe successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, reckless disregard of its dutiescosts and all expenses even if not taxable as costs (including, gross negligence or willful misconductwithout limitation, all as provided such fees, costs and expenses incident to appeals), incurred in Section 8.4that action or proceeding, in addition to any other relief to which such party or parties may be entitled. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same All notices and other communications hereunder shall be in writing and signed shall be deemed to have been duly given if personally delivered; mailed, first class postage prepaid; or sent by all of independent overnight courier to the parties at the following addresses: If to Buyers: Windrose Medical Properties, L.P. 3502 Woodview Trace, Suite 210 Indian▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇190 With a copy to: Daniel R. Loftus, Esq. General Counse▇ Windrose Medical Properties Trust 3502 Woodview Trace, Suite 210 Indian▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.: ▇▇▇-▇▇▇-▇▇▇▇ If to Guarantor: Medical Office Portfoli▇ ▇▇▇▇▇▇▇ ▇▇rtnership 3801 PGA Boulevard, Suite 600 Palm Be▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Facsimile No. 561/622-4420 With a copy to: Lawrence J. Diamond, P.A. 3801 PGA Bo▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Palm Be▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇. Facsimile N▇. ▇▇▇/▇▇▇-▇▇▇▇ ▇▇ to any such other address as any party hereto shall designate to the other parties in writing. This Guaranty and the Agreement constitutes the entire agreement, and supersedes all prior agreements, conduct and understandings, both written and oral, between Guarantor and Buyers with respect to the subject matter hereof. If any clause, provision or section of this Agreement; 8.8. Guaranty be held illegal or invalid by any court, the in the event validity of a disagreement between such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof, and this Guaranty shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained herein. In case any agreement or obligation contained in this Guaranty be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of Guarantor, as the case may be, to the full extent permitted by law. The provisions of this Guaranty may be waived or amended, as to any particular transaction or otherwise, only by an instrument in writing executed by or on behalf of all parties to this AgreementGuaranty. No subsequent oral agreements or understandings, or between them and conduct of any other personnature, including shall be effective to modify any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreementprovision of, or if limit the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunderrights or remedies of any party under, the Escrow Agent maythis Guaranty, at its option, refuse to comply with any claims or demands and no party may rely on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way oral agreements or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdictionunderstandings, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolvedconduct of any nature. THE PARTIES HERETO HEREBY MUTUALLY WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, andCOUNTERCLAIM, in the case of disagreementSETOFF, the Escrow Agent shall have been notified thereof in writing signed by all such personsDEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THIS AGREEMENT, ANY DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR IN CONNECTION WITH ANY OF THE TRANSACTIONS RELATED HERETO OR CONTEMPLATED HEREBY, OR THE EXERCISE OF ANY PARTY'S RIGHTS OR REMEDIES HEREUNDER, IN ALL OF THE FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. If any controversy should arise with respect to this AgreementA COPY OF THIS PARAGRAPH MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, the Escrow Agent shall have the rightVOLUNTARY AND BARGAINED AGREEMENT BETWEEN THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY, at its optionAND THAT ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN THEM SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. NONE OF THE PARTIES HERETO HAVE REPRESENTED, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided forEXPRESSLY OR OTHERWISE, or written instructions given byTHAT THEY WOULD NOT, the Fund or DST; 8.10. have the rightIN THE EVENT OF SUCH DISPUTE OR CONTROVERSY, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionsSEEK TO ENFORCE THE PROVISIONS OF THIS PARAGRAPH. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It 6.1 To induce the Escrow Agent to act hereunder, it is understood further agreed by each Escrow Party that: (a) the Escrow Agent shall not be under any duty to give the Escrow Amount any greater degree of care than it gives to amounts held for its general banking customers; (b) the Escrow Account may not go into overdraft, and agreedneither the Escrow Agent nor any of its officers, further, employees or agents shall be required to make any payment or distribution to the extent that the Escrow Agent shall:Amount is insufficient and shall incur no liability whatsoever from any non-payment or non-distribution in such circumstances; 8.1. be under no duty (c) the Escrow Parties unconditionally agree to pay and transfer the use of any monies hereunder, unless the same shall have been first received form of telephonic or electronic monitoring or recording by the Escrow Agent pursuant according to the provisions of Escrow Agent's standard operating procedures or as the Escrow Agent deems appropriate for security and service purposes, and that such recording may be produced as evidence in any proceedings brought in connection with this Agreement; 8.2. (i) neither the Escrow Agent nor any of its officers, employees or agents shall be under no duty liable to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds including but not limited to the Escrow AgentParties for any loss, liability, claim, debts, action, damages or expenses arising out of or in connection with its performance of or its failure to perform any of its obligations under this Agreement save as are caused by its own gross negligence, wilful default or fraud; 8.3. act hereunder as a depository only and (ii) the Escrow Agent shall not be protected responsible for any loss or damage, or failure to comply or delay in acting upon complying with any written instruction duty or notice provided by the Fund obligation, under or DST pursuant to this Agreement and arising as a result of any Force Majeure Event or any event where, in the information contained therein without responsibility to determine the validity or sufficiency opinion of the sameEscrow Agent acting reasonably, and be protected performance of any duty or obligation under or pursuant to this Agreement would or may result in acting upon the Escrow Agent being in breach of Applicable Law or any other noticeJudgment, opinionor practice, request, certificatedirection, approvalnotice, consent announcement or similar action of any relevant Authority, stock exchange or self-regulatory organisation to which the Escrow Agent is subject (including, without limitation, those of: (i) the European Union; (ii) the United States of America or any jurisdiction forming a part of it; and (iii) England & Wales) and may without liability do anything which is, in its opinion, necessary to comply with any such law, rule or regulation; and (iii) notwithstanding the foregoing, under no circumstances will the Escrow Agent be liable to any Party or any other person for any indirect, incidental or consequential loss or damage (being, inter alia, loss of business, goodwill, opportunity or profit) even if advised in advance of such loss or damage; (e) without prejudice to Clause 6.1(f), the Escrow Agent shall not be obliged to make any payment or otherwise to act on any Instruction notified to it under this Agreement if it is unable: (i) to verify any signature pursuant to any request or Instruction against the specimen signature provided for the relevant Authorised Representative hereunder; and (ii) to validate the authenticity of the request by telephoning a Call-back Contact who has not executed the relevant request or Instruction as an Authorised Representative of the relevant Party; (f) the Escrow Agent shall be entitled to rely upon any Judgment, award, certification, demand, notice, or other paper written instrument (including any Instruction or any requirement and/or request for information delivered by a person or Authority referred to in Clause 6.2) delivered to it and represented hereunder without being required to determine its authenticity or the correctness of any fact stated therein or the validity of the service thereof. The Escrow Agent may act in reliance upon any Instruction or signature believed by it to be genuine and may assume that any person purporting to be signed by the proper party give receipt or parties; 8.4. shall not be liable for advice or make any act statement or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against execute any claim made against it by reason of its acting or failing to act document in connection with the provisions hereof has been duly authorised to do so; (g) the Escrow Parties acknowledge that the Escrow Agent is authorised to rely conclusively upon any Instructions received by any means agreed hereunder or otherwise agreed by all parties hereto. In furtherance of the transactions contemplated hereby foregoing: (i) without prejudice to Clause 6.1(f), the Escrow Agent may rely and against act without liability upon an Instruction if it believes in good faith that it has been appropriately executed; and (ii) notwithstanding any lossother provision hereof, liabilitythe Escrow Agent shall have the right to refuse to act on any Instruction where, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain acting in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad good faith, reckless disregard of it doubts its dutiescontents, gross negligence authorisation, origination or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under compliance with this Agreement and are purely ministerial in naturewill promptly notify the Escrow Parties of its decision; 8.6(h) the Escrow Agent may consult lawyers (or other appropriate professional advisers) in connection with this Agreement and hereby agrees to disclose, where legally permissible, a summary of the advice on which it intends to rely to the Escrow Parties upon written request. be permitted Without prejudice to consult with counsel of its choice, including in-house counsel, and Clause 6.1(d)(i) the Escrow Agent shall not be liable for any action taken, suffered taken or omitted by it in good faith in accordance with such advice (in the advice absence of such counseladvice containing a material manifest error); (i) this Clause 6.1(i), providedClause 6.1(d), howeverClause 6.1(f) and Clause 6.1(g) above and Clause 6.2, that nothing contained in Clause 9.2(a), Clause 11.4(a) and Clause 12 below shall survive notwithstanding any termination of this Section 8.6., nor any action taken by Agreement or the resignation or replacement of the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. (j) in the event of a disagreement between any of the parties to this Agreement, of: (i) adverse or between them and any other person, including any investor, resulting in adverse conflicting claims or demands being made or threatened in connection with the matters covered by this Agreement, or if Escrow Amount; or (ii) the Escrow Agent has in good faith concluding that its duties hereunder are unclear in a reasonable basis to be in doubt as to what action it should take hereundermaterial respect, the Escrow Agent may, at shall be entitled in its option, sole discretion to refuse to comply with any claims claims, demands or demands on it or refuse Instructions with respect to take any other action hereunder, the Escrow Amount either: (a) for so long as such disagreement continues adverse or such doubt exists. In any such event, conflicting claims or demands continue; or (b) until the Escrow Agent’s duties have been clarified to the satisfaction of the Escrow Agent shall not become liable (acting in any way or to any person for its failure or refusal to actgood faith), and the Escrow Agent shall not be entitled or become liable in any way to continue Party A or Party B for any such refusal to refrain from acting until comply with such claims, demands or Instructions. (ia) the rights of all interested parties shall have been adjudicated The Escrow Agent will treat information relating to or provided by a court of competent jurisdictionan Escrow Party as confidential. Each Escrow Party acknowledges, or (ii) all adverse claims or demands have been resolved and where required by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreementApplicable Law consents to, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreementprocessing (as data controller), the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, transfer and upon the effective date of such resignation; (i) all cash and other funds and all other property then held disclosure by the Escrow Agent hereunder shall be delivered by it Agent, to such successor Escrow Agent as may be designated in writing by the Fund, whereupon extent necessary for the Escrow Agent's obligations hereunder shall cease purposes of its performance of this Agreement and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision Applicable Law, of this Agreementany information relating to or provided by that Escrow Party (including banking secrets, personal data and other confidential information). The Escrow Agent shall ensure that each Authorised Recipient to which it provides such confidential information is aware that such information is confidential and should be treated accordingly. (b) An Authorised Recipient may transfer and disclose any such information as is required or requested by any court, legal process, Applicable Law or Authority, including an auditor of an Escrow Party and including any payor or payee as a result of required by Applicable Law, and may use (and its performance will be subject to the acceptance of this Agreementrules of) any communications, clearing or payment systems, intermediary bank or other system.

Escrow Agent. It is understood and agreed, further, that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received The acceptance by the Escrow Agent pursuant of its duties under this Escrow Agreement is subject to the provisions following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent: (a) the Escrow Agent shall not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any securities deposited with it; 8.3. act hereunder (b) the Escrow Agent is not a party to, and is not bound by, any agreement which may be evidenced by, or arising out of, the foregoing instructions, other than as a depository only and expressly set forth herein; (c) the Escrow Agent shall be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opiniondeclaration, request, certificatewaiver, approvalconsent, consent receipt or other paper delivered to it and represented to it or document which the Escrow Agent in good faith believes to be genuine and what it purports to be signed by the proper party or partiesbe; 8.4. (d) the Escrow Agent shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered act done or step taken or omitted by it in good faith faith, or for any mistake of fact or Law, or for any thing which it may do or refrain from doing in accordance connection with this Agreement, except for its own bad faith, fraud, gross negligence or wilful misconduct; (e) Tinley and the advice of such counselShareholder shall jointly and severally indemnify, provided, however, that nothing contained in this Section 8.6., nor any action taken by hold harmless and defend the Escrow Agent, or its partners, associates, officers, directors, employees and agents from and against any and all actions, causes of action, claims, demands, damages, losses, costs, liabilities and expenses, of any such counselnature or kind including reasonable legal fees, shall relieve the which may be made or brought against it or which it may suffer or incur as a result of or in respect of or arising out of its appointment as Escrow Agent from liability for any claims which are occasioned by under this Agreement, except to the extent such is the result of its fraud, own bad faith, reckless disregard of its dutiesfraud, gross negligence or willful wilful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if (f) the Escrow Agent has a reasonable basis to may employ or retain such counsel who may but need not be counsel for any parties hereto and such other experts, advisors, agents or agencies as it may in doubt as to what action it should take hereunder, its discretion require for the Escrow Agent may, at purpose of discharging its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to actduties under this Agreement, and the Escrow Agent shall be entitled fully protected in acting or not acting in good faith and without negligence on the opinion or advice or on information obtained from any such parties and shall not be responsible for any misconduct or negligent actions on the part of any of them. The reasonable costs of such services shall be added to continue and be part of the Escrow Agent's fees under this Agreement; (g) no provision of this Agreement shall require the Escrow Agent to refrain from acting until expend or risk its own funds or otherwise incur financial liability in the performance of its duties or in the exercise of any of its rights or powers; (h) any account to be opened by or interest to held by the Escrow Agent in connection with this Agreement, for or to the credit of any Party, either: (i) the rights is not intended to be used by or on behalf of all interested parties shall have been adjudicated by a court of competent jurisdiction, any third party; or (ii) all adverse claims is intended to be used by or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, andon behalf of a third party, in the which case of disagreement, such Party hereto agrees to complete and execute forthwith a declaration in the Escrow Agent shall have been notified thereof Agent's prescribed form as to the particulars of such third party; (i) except in writing signed by all such persons. If any controversy should arise strict compliance with respect to the terms and conditions of this Agreement, the Escrow Agent shall have not, without the right, at its option, to institute an interpleader action in any court prior written consent of competent jurisdiction to determine Tinley and the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation;Shareholder: (i) sell, assign, transfer (including, granting all cash and other funds and all other property then held by or any part of the Escrow Agent hereunder shall be delivered by it economic benefit attached to such successor Escrow Agent as may be designated in writing by the FundEscrowed Shares), whereupon exchange or otherwise dispose of the Escrow Agent's obligations hereunder shall cease and terminateEscrowed Shares; (ii) if no such successor create, assume or suffer to exist any Encumbrance upon the Escrowed Shares; or (iii) cause any other Person to do any of the acts contemplated by Section 13(i)(i) or 13(i)(ii); and (j) the Escrow Agent has been designated may resign as escrow agent upon 10 days written notice to Tinley and the Shareholder. If a successor escrow agent is not appointed by Tinley and the Shareholder within this 10 day period, the Escrow Agent may, but shall have no duty to, petition the court to name a successor. If no successor escrow agent is appointed by Tinley and the Shareholder by written notice to the Escrow Agent within the 10 day period, the Escrow Agent shall have no further duties or obligations whatsoever upon the expiration of such dateperiod until such time as a successor escrow agent is appointed and, at such time, upon payment of all obligations its outstanding fees and expenses, the sole duty of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same Escrowed Shares, as applicable, all records and statements and an explanation of any activity shown in the records and statements with reasonable particularity to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionssuccessor escrow agent. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It 4.1 The Parent and the Buyer shall, jointly and severally, from time to time, and at all times hereafter, well and truly to save, defend and keep harmless and fully indemnify ▇▇▇▇▇ ▇▇▇▇▇▇ and its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which ▇▇▇▇▇ ▇▇▇▇▇▇ and its successors and 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 or anything in any manner relating thereto or by reason of ▇▇▇▇▇ ▇▇▇▇▇▇'▇ compliance in good faith with the terms hereof. 4.2 If case proceedings should hereafter be taken in any court respecting the Subject Monies or the Subject Securities, ▇▇▇▇▇ ▇▇▇▇▇▇ shall 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 4.1 hereof against its costs of such proceedings. 4.3 ▇▇▇▇▇ ▇▇▇▇▇▇ shall not be bound in any way or by any contract or agreement, verbal, written or otherwise, 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 ▇▇▇▇▇ ▇▇▇▇▇▇ to the other parties hereto with respect to the subject matter hereof shall be to hold the Subject Monies and the Subject Securities as set out herein and to deliver the same to such persons and other such conditions as are set out herein or directed in writing by all the other parties hereto. Without limiting the generality of the foregoing, ▇▇▇▇▇ ▇▇▇▇▇▇ shall have no duty, liability or responsibility to any of the other parties hereto or their successors or assigns in respect of the loss of all or any of the Subject Monies or the Subject Securities, except the duty to exercise in the performance of its obligations hereunder such care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. ▇▇▇▇▇ ▇▇▇▇▇▇ may act on the advice of legal counsel, but shall not be responsible for acting or failing to act on the advice of legal counsel. 4.4 ▇▇▇▇▇ ▇▇▇▇▇▇ shall not be required to pass upon the sufficiency of any of the Subject Securities or the notices delivered to ▇▇▇▇▇ ▇▇▇▇▇▇ hereunder 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 be sufficient for all purposes under this Agreement insofar as ▇▇▇▇▇ ▇▇▇▇▇▇ is understood and agreed, further, concerned that the Escrow Agent shall: 8.1. be under no duty to pay and transfer any monies hereunder, unless the same shall have been first received said documents are deposited with it as specified herein by the Escrow Agent pursuant other parties hereto. 4.5 In the event that any or all of the Subject Monies or the Subject Securities 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 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ 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 provision of this Agreement to the contrary. If ▇▇▇▇▇ ▇▇▇▇▇▇ obeys and complies with any such writs, orders, judgments or decrees, it shall not be liable to any of the other parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated. 4.6 Except as otherwise provided herein, ▇▇▇▇▇ ▇▇▇▇▇▇ is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the other parties hereto or by any other person, firm, association or corporation. It shall, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to 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 other parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated. 4.7 If ▇▇▇▇▇ ▇▇▇▇▇▇ receives any valid court order contrary to the provisions of this Agreement;, ▇▇▇▇▇ ▇▇▇▇▇▇ may continue to hold any or all of the Subject Monies and the Subject Securities until the lawful determination by a court of competent jurisdiction or otherwise of the issue between the other parties hereto. 8.2. be 4.8 If written notice of protest is made by the Buyer or the Representative to ▇▇▇▇▇ ▇▇▇▇▇▇ to any action contemplated by ▇▇▇▇▇ ▇▇▇▇▇▇ under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, and such notice sets out reasons for such protest, ▇▇▇▇▇ ▇▇▇▇▇▇ may at its sole discretion continue to hold any or all of the Memorandum or applicable securities or other laws in tendering Subject Monies and the investor funds Subject Securities until the right to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as Subject Monies and/or Subject Securities is legally determined by a court of competent jurisdiction)jurisdiction or otherwise. 4.9 ▇▇▇▇▇ ▇▇▇▇▇▇ may resign as Escrow Agent by giving not less than ten (10) days written notice thereof to the Buyer and the Representative. The Buyer and the Representative may terminate ▇▇▇▇▇ ▇▇▇▇▇▇ by giving not less than ten (10) days written notice to ▇▇▇▇▇ ▇▇▇▇▇▇. The resignation or termination of ▇▇▇▇▇ ▇▇▇▇▇▇ shall be effective, and ▇▇▇▇▇ ▇▇▇▇▇▇ shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing cease to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it in good faith in accordance with the advice of such counsel, provided, however, that nothing contained in this Section 8.6., nor any action taken by the Escrow Agent, or of any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment this Agreement, on the date that is ten (10) days after the date of receipt of the termination notice given hereunder or revocation on such other date as ▇▇▇▇▇ ▇▇▇▇▇▇, the Buyer and the Representative may agree upon. All indemnities granted to ▇▇▇▇▇ ▇▇▇▇▇▇ hereunder shall survive: (a) the termination of this Agreement, unless ; or (b) the same shall be in writing and signed by all termination or resignation of the parties of this Agreement; 8.8▇▇▇▇▇ ▇▇▇▇▇▇ for whatever reason. in In the event of a disagreement termination or resignation of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ shall, within that ten (10) days notice period, deliver the Subject Monies, the Subject Securities and any other property in the Escrow Fund to the new Escrow Agent to be named by the Buyer and the Representative. 4.10 Notwithstanding anything to the contrary contained herein, ▇▇▇▇▇ ▇▇▇▇▇▇ may act upon any written instructions given jointly by the Parent and the Representative. 4.11 Notwithstanding any other provision hereof, if any dispute arises between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise hereto with respect to this AgreementAgreement or any matters arising in respect thereof, ▇▇▇▇▇ ▇▇▇▇▇▇ may in its sole discretion deliver and interplead the Subject Monies, the Subject Securities and/or any other property in the Escrow Agent Fund into court and such delivery and interpleading shall have the right, at its option, be an effective discharge to institute an interpleader action in any court ▇▇▇▇▇ ▇▇▇▇▇▇ of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice all of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionshereunder. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.

Escrow Agent. It is understood (a) Except as expressly contemplated by this Agreement or by joint-written instructions from Parent and agreedthe Company, further, that the Escrow Agent shall:shall not sell, transfer or otherwise dispose of, in any manner, all or any portion of the Escrow Fund, except pursuant to an order of a court of competent jurisdiction or a written instrument or agreement signed by each of Parent and the Company. 8.1. be under no duty to pay (b) The duties and transfer any monies hereunder, unless the same shall have been first received by obligations of the Escrow Agent pursuant shall be determined solely by this Agreement, and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement. (c) In the performance of its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by any party hereto or an authorized officer or agent thereof and shall not be required to investigate the truth or accuracy of any statement contained in any such document or instrument. The Escrow Agent may assume that any person purporting to give any notice in accordance with the provisions of this Agreement;Agreement has been duly authorized to do so. 8.2. be under no duty to accept any information from any person or entity other than the Fund or DST, and then only to the extent and in the manner expressly provided for in this Agreement and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the (d) The Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinion, request, certificate, approval, consent or other paper delivered to it and represented to it to be genuine and to be signed by the proper party or parties; 8.4. Agent shall not be liable for any act error of judgment, or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction), and shall be indemnified and held harmless by the Fund against any claim made against it by reason of its acting or failing to act in connection with any of the transactions contemplated hereby and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty to inquire into the terms and conditions of any subscriptions for Interests, and that its duties and responsibilities shall be limited to those expressly set forth under this Agreement and are purely ministerial in nature; 8.6. be permitted to consult with counsel of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it to be taken, hereunder except in good the case of its gross negligence, bad faith in accordance with or willful misconduct. (e) The Escrow Agent shall have no duty as to the advice collection or protection of such counsel, provided, however, that nothing contained in this Section 8.6.the Escrow Fund or income thereon, nor as to the preservation of any action taken by rights pertaining thereto, beyond the Escrow Agent, or safe custody of any such counsel, shall relieve the Escrow Agent from liability funds actually in its possession. (f) As compensation for any claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not services to be bound by any amendment or revocation of rendered under this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between for each year or any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such eventportion thereof, the Escrow Agent shall not become liable receive a fee in any way or the amount specified in Schedule A to any person for its failure or refusal to act, this Agreement and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and reimbursed upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing by the Fund, whereupon the Escrow Agent's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directions. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances advances, including reasonable fees of outside counsel, if any, incurred or made by it in connection with the preparation of this Agreement and the carrying out of its duties under this Agreement. All such fees and expenses shall be divided equally between and paid by each of Parent and the Company. (g) Parent and the Company shall reimburse and indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense, including, without limitation, reasonable attorneys’ fees and costs, incurred without gross negligence, bad faith or willful misconduct on the part of the Escrow Agent arising out of, or in connection with the acceptance of, or the performance of, its duties and obligations under this Agreement; provided that such loss, liability or expense shall be divided equally between Parent and the Company. (h) The Escrow Agent may at any time resign by giving twenty business days prior written notice of resignation to Parent and the Company. Parent and the Company may at any time jointly remove the Escrow Agent by giving ten business days prior written notice signed by each of them to the Escrow Agent. If the Escrow Agent shall resign or be removed, a successor escrow agent, which shall be a bank or trust company having its principal executive offices in California or New York and assets in excess of $500 million, shall be appointed by Parent by a written instrument executed by Parent and the Company and delivered to the Escrow Agent and to such successor escrow agent and, thereupon, the resignation or removal of the predecessor Escrow Agent shall become effective and such successor escrow agent, without any further act, deed or conveyance, shall become vested with all right, title and interest to all cash and property held hereunder by such predecessor Escrow Agent, and such predecessor Escrow Agent shall, on the written request of Parent and the Company, execute and deliver to such successor escrow agent all of its right, title and interest hereunder in and to the Escrow Fund and all of its other rights hereunder. If no successor escrow agent shall have been appointed within twenty business days of a notice of resignation by the Escrow Agent, the Escrow Agent’s sole responsibility shall thereafter be to hold the Escrow Fund until the earlier of its receipt of designation of a successor escrow agent, joint written instructions by Parent and the Company or termination of this Agreement in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreementits terms.

Escrow Agent. It (i) is understood and agreed, further, that not responsible for the performance by the Company or the Investors of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (a) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and Midtown Partners & Co., LLC ("Midtown") directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and Midtown; each of the responsibilities of Escrow Agent shall: 8.1. in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be under no duty read into this Agreement against or on the part of Escrow Agent (collectively, the "Escrow Agent Duties"); (iii) shall not be obligated to pay and transfer take any monies hereunder, legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless the same it shall have been first received by the Escrow Agent pursuant furnished with indemnification acceptable to the provisions of this Agreement; 8.2. be under no duty to accept any information from any person or entity other than the Fund or DSTit, and then only to the extent and in the manner expressly provided for in this Agreement its sole discretion; (iv) may rely on and shall be under no duty to determine whether the Fund is complying with requirements of this Agreement, the Memorandum or applicable securities or other laws in tendering the investor funds to the Escrow Agent; 8.3. act hereunder as a depository only and be protected in acting or refraining from acting upon any written instruction or notice provided by the Fund or DST pursuant to this Agreement and the information contained therein without responsibility to determine the validity or sufficiency of the same, and be protected in acting upon any other notice, opinioninstruction (including, requestwithout limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, approval, consent request or other paper delivered document furnished to it hereunder and represented to believed by it to be genuine and to be have been signed or presented by the proper party or parties; 8.4. shall not be liable for any act or omission unless such act or omission constitutes fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct (as determined by a court of competent jurisdiction)Person, and shall be indemnified and held harmless by have no responsibility for making inquiry as to, or for determining, the Fund against any claim made against it by reason of its acting genuineness, accuracy or failing to act in connection with any validity thereof, or of the transactions contemplated hereby authority of the Person signing or presenting the same; and against any loss, liability, cost, suit or expense, including the expense of defending itself against any claim of liability it (v) may sustain in carrying out the terms of this Agreement except such claims which are occasioned by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct; 8.5. have no liability or duty consult counsel satisfactory to inquire into the terms and conditions of any subscriptions for Interestsit, and that its duties and responsibilities the opinion or advice of such counsel in any instance shall be limited to those expressly set forth under this Agreement full and are purely ministerial complete authorization and protection in nature; 8.6. be permitted to consult with counsel respect of its choice, including in-house counsel, and shall not be liable for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel, provided, however, that nothing contained . Documents and written materials referred to in this Section 8.6.3 include, nor any action taken by the Escrow Agentwithout limitation, e-mail and other electronic transmissions capable of being printed, whether or of not they are in fact printed; and any such counsel, shall relieve the Escrow Agent from liability for any claims which are occasioned e-mail or other electronic transmission may be deemed and treated by its fraud, bad faith, reckless disregard of its duties, gross negligence or willful misconduct, all as provided in Section 8.4. above; 8.7. not be bound by any amendment or revocation of this Agreement, unless the same shall be in writing and signed by all of the parties of this Agreement; 8.8. in the event of a disagreement between any of the parties to this Agreement, or between them and any other person, including any investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent has a reasonable basis to be in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists. In any such event, the Escrow Agent shall not become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue to refrain from acting until (i) the rights of all interested parties shall have been adjudicated by a court of competent jurisdiction, or (ii) all adverse claims or demands have been resolved by agreement between all interested persons or doubt has been reasonably resolved, and, in the case of disagreement, the Escrow Agent shall have been notified thereof in writing signed by all such persons. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties; 8.9. have no liability for following the instructions herein contained or expressly provided for, or written instructions given by, the Fund or DST; 8.10. have the right, at any time, to resign hereunder by giving written notice of its resignation to the Fund at the address as set forth in Section 8.12. hereof, at least thirty (30) days before the date specified for such resignation to take effect, and upon the effective date of such resignation; (i) all cash and other funds and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor Escrow Agent as may be designated in writing having been signed or presented by a Person if it bears, as sender, the Fund, whereupon the Escrow AgentPerson's obligations hereunder shall cease and terminate; (ii) if no such successor Escrow Agent has been designated by such date, all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent's sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Fund or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; yet, if no such designation, order or judgment is received by Escrow Agent within sixty (60) days after its giving such resignation notice, it is unconditionally and irrevocably authorized and empowered to petition a court of competent jurisdiction for directionse-mail address. 8.11. be reimbursed by the Fund upon its request for all reasonable costs, fees, charges, expenses, disbursements and advances incurred or made by it in accordance with any provision of this Agreement, or as a result of the acceptance of this Agreement.