Common use of Escrow Clause in Contracts

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Buyer will deliver the Escrowed Funds by wire transfer of immediately available funds to the Escrow Agent on the Closing Date, which shall be deposited into an interest-bearing escrow account (the “Escrow Account”) which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall be entered into on the Closing Date among Buyer, the Sellers’ Representative and the Escrow Agent, and (y) shall be substantially in the form of Exhibit D attached hereto. The Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Adjustment Escrow Agent for the holding of escrow funds Amount until the earlier of (i) Final Adjustment Date and shall release the Closing, or (ii) the termination of this Agreement Adjustment Escrow Amount in accordance with any right hereunderthe provisions set forth in Sections 3.2(c) and (d). In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the The Escrow Agent to Purchaser. In will hold the event Indemnity Escrow Amount until the Closing occurs, Indemnity Survival Date and shall release the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price Indemnity Escrow Amount in the amount of the ▇▇▇▇▇▇▇ Money Deposit, accordance with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit provisions set forth in Article X (and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided thatSection 3.2, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇applicable). (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the The parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and for all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge Tax purposes that Escrow Agent is acting solely Buyer shall be treated as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice owner of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold and all interest and earnings earned from the investment and reinvestment of the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (iishall be allocable to Buyer pursuant to Section 468B(g) deposit of the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties Code and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselproposed Treasury Regulation Section 1.468B-8. (c) The Escrow Agent shall not be required make quarterly distributions from the Escrow Account to defend any legal proceeding which may be instituted against it with respect Buyer (a “Tax Distribution”) intended to reimburse Buyer for Buyer’s income Tax Liabilities pertaining to the Escrowed Funds, . Such Tax Distribution shall be equal to 40% of the Property or interest and earnings from the subject matter investment and reinvestment of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility Escrowed Funds for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered quarterly period in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesquestion.

Escrow. (a) At the Closing, U.S. Buyer shall deposit or cause to be deposited an amount equal to the Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow Amount in an interestescrow account mutually established by the Parties at Deutsche Bank (the “Escrow Agent”). Such escrow account will be established pursuant to an escrow agreement in a form reasonably agreed to by the Parties (the “Escrow Agreement”) with the costs thereof to be borne one-bearing account of the type generally used half by Escrow Agent Seller and one-half by Buyers. All Parties hereto agree for the holding of escrow funds until the earlier of all tax purposes that: (i) the Closingright of Seller to the Escrow Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, as amended (the “Code”) and any corresponding provision of foreign, state or local law, as appropriate; (ii) Buyers shall be treated as the termination owner of the Escrow Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) if and to the extent any amount of the Escrow Fund is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement exceed an amount to be designated by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable Seller prior to Purchaser, but shall be credited against the Purchase Price at the Closing. Clause (iv) of the preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All interest earned on parties hereto shall file all Tax Returns consistently with the ▇▇▇▇▇▇▇ Money Deposit foregoing. Buyers shall be paid to the party entitled to receive quarterly distributions from the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior Escrow Fund in an amount equal to the expiration 40% of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit interest and all interest accrued thereon will be returned by the Escrow Agent earnings which are allocable to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released Buyers pursuant to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or clause (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselabove. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money The Deposit paid by Buyer under Paragraph 3, above, shall be held in escrow in an interest-bearing account by Pocono Area Abstract Company, as escrow agent (the “Escrow Agent”), pursuant to the terms and conditions of the type generally used by Deposit Escrow Agreement attached hereto and made a part hereof as Exhibit “_” or, if such form is not acceptable to Escrow Agent, such alternate form of escrow agreement mutually acceptable to Seller, Buyer and Escrow Agent. Seller, on the one part, and Buyer, on the other part, shall each pay one-half (1/2) of the charges of the Escrow Agent for the holding escrow of escrow funds until the earlier of (i) the Deposit, if any. At Closing, or (ii) Escrow Agent shall pay over to Seller the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end amount of the Evaluation PeriodDeposit and all interest earned thereon, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but which amount shall be credited against the Purchase Price at Price. If Closing does not occur, Escrow Agent shall remit the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money DepositDeposit as set forth in this Agreement. Buyer and Seller hereby jointly agree to indemnify and hold harmless the Escrow Agent from and against any and all liability hereunder except as a result of Escrow Agent’s willful misconduct or gross negligence. In the event this Agreement of any dispute as to whether or not Seller is terminated prior entitled to retain the expiration Deposit, or to whom any portion of the Evaluation PeriodDeposit should be delivered, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In may retain the event Deposit until a court of competent jurisdiction has determined the Closing occursentitlement thereto, or may deposit the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive with a credit against the Purchase Price court of competent jurisdiction in the amount of the ▇▇▇▇▇▇▇ Money Deposit, connection with the interest. In commencement of an interpleader action and thereby be relieved of all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit liability to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithhereto. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit covenants and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter provisions of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent Paragraph shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiessurvive Closing.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) For purposes of facilitating the Closingenforcement of the provisions of this Section 4, Buyer agrees, immediately upon receipt of the certificate(s) for the Shares subject to the Repurchase Right, to deliver such certificate(s), together with an Assignment Separate From Certificate in the form attached to this Agreement as Exhibit A executed by Buyer, in blank, to the Secretary of Seller, or the Secretary’s designee (iias applicable, the “Escrow Agent”) the termination of this Agreement to be held in accordance with any right hereunderthe provisions of this Agreement. In the event Purchaser has not terminated this Agreement by the end of the Evaluation PeriodAny new, the ▇▇▇▇▇▇▇ Money Deposit substituted or additional securities or other property described in Section 4.4 above shall immediately be non-refundable deposited with Escrow Agent to Purchaser, but shall be credited against the Purchase Price held in escrow. All regular cash dividends on Restricted Stock (or other securities at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit time held in escrow) shall be paid directly to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) Buyer and shall not be liable held in escrow. The shares of Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be surrendered to Seller for repurchase and cancellation upon Seller’s exercise of its Repurchase Right. In any event, all shares of Restricted Stock (and any other vested assets and securities attributable thereto) shall be released when all shares of Restricted Stock have been released from the Repurchase Right. The Escrow Agent may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Buyer agrees that if the Escrow Agent resigns as escrow holder for any action takenor no reason, suffered or omitted by it in accordance with the advice Board of Directors of Seller shall have the power to appoint a successor to serve as escrow holder pursuant to the terms of this Agreement. Certificates representing the Shares that have been released from the Repurchase Right shall be delivered to Buyer upon request promptly after such counselrelease. (cii) Escrow Agent Buyer shall not be required entitled to defend transfer any legal proceeding which may be instituted against it with respect shares of Restricted Stock without the prior written consent of Seller. If any transfer is made or attempted contrary to the Escrowed Funds, the Property or the subject matter provisions of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of Agreement, such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent purported transfer shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesvoid ab initio.

Escrow. 4.1 For the purpose of the transactions contemplated in this Agreement, the Parties agree to appoint JunZeJun Law Offices, as third party escrow agent (the “Escrow Agent”) and an Escrow Services Agreement will be signed simultaneously with the execution of this Agreement in a form and substance as set forth in Exhibit 4.1. The Escrow Services Agreement shall include a provision stating that (i) in the event Chengshan exercises the Chengshan Call Option, the Escrow Agent shall insert a number that is equal to 65% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Chengshan Equity Transfer Agreement as the Purchase Price, and shall fill in the dates of the Chengshan Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for Chengshan Group’s Purchase, and (ii) in the event Chengshan exercises the Chengshan Put Option or Cooper exercises the Cooper Option, then the Escrow Agent shall insert a number that is equal to 35% of the Option Price into the blank space in the definition of the Purchase Price under Section 1.2 of the Cooper Equity Transfer Agreement as the Purchase Price and shall fill in the dates of the Cooper Equity Transfer Agreement, and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase. 4.2 Simultaneously with the signing of this Agreement, Chengshan and Cooper shall deliver executed copies of undated Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase (each as defined below), in each case executed by all the parties thereto, to the Escrow Agent, to be held in escrow. 4.2.1 The following documents (collectively, the “Transaction Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.3.1 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in ▇▇▇▇▇▇ Chengshan (Shandong) Tire Company Limited” attached hereto as Exhibit 4.2.1(a) (the “Chengshan Equity Transfer Agreement”) in connection with the purchase of ▇▇▇▇▇▇’▇ interest in CCT by Prairie; (b) a TBR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(b); (c) a PCR Offtake Agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(c); (d) a termination agreement between CCT and CTB for the Trademark License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(d); (e) a termination agreement between CCT and CTB for the Technical Assistance and Technology License Agreement dated October 27, 2005 by and among CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(e); (f) a termination notice from CTBX Company to CCT for the Secondment Agreement dated February 4, 2006 by and among CTBX Company and CCT in the form and substance as set forth in Exhibit 4.2.1(f); (g) a patent and domain name assignment agreement between CCT and CTB in the form and substance as set forth in Exhibit 4.2.1(g); (h) a transition service agreement in the form and substance as set forth in Exhibit 4.2.1(h); (i) the board resolutions by Prairie and the board resolutions by Cooper approving the execution of Chengshan Equity Transfer Agreement; and (j) a board resolution of CCT approving the transactions contemplating under the Chengshan Equity Transfer Agreement. 4.2.2 The following documents (collectively, the “Transaction Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.3.2 below: (a) an agreement, in form and substance as the “Agreement for The Transfer of Equity Interest in Cooper Chengshan (Shangdong) Tire Company Limited” attached hereto as Exhibit 4.2.2(a) (the “Cooper Equity Transfer Agreement”, and, together with the Chengshan Equity Transfer Agreement, the “Equity Transfer Agreement”) in connection with the purchase of Chengshan’s interest in CCT by Cooper, (b) a transition services agreement in the form and substance as set forth in Exhibit 4.2.2(b); (c) a patent assignment agreement between CCT and Chengshan in the form and substance as set forth in Exhibit 4.2.2(c); (d) a termination agreement in the form and substance as set forth in Exhibit 4.2.2(d); (e) the shareholders’ meeting resolutions by Chengshan and the board resolutions by Cooper approving the execution of Cooper Equity Transfer Agreement; and (f) a board resolution of CCT approving the transactions contemplating under the Cooper Equity Transfer Agreement. 4.2.3 The following documents (the “Withdraw Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.4: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.3(a). 4.2.4 The following documents (the “Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with this Article 4.5: (a) a Petition for Withdrawing the Application in the form and substance as set forth in Exhibit 4.2.4(a). 4.2.5 The following documents (the “Unwinding Documents for Chengshan Group’s Purchase”) will be placed into escrow and released in accordance with Article 4.6: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.5(a). 4.2.6 The following documents (the “Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase”) will be placed into escrow and released in accordance with Article 4.7: (a) an Application for Unwinding of the Approval in the form and substance as set forth in Exhibit 4.2.6(a). 4.3 Upon the receipt by the Escrow Agent will hold of either Chengshan’s Exercise Notice or ▇▇▇▇▇▇’▇ Exercise Notice, the Escrow Agent shall immediately release to the Parties original copies of the following documents: 4.3.1 if Chengshan exercises Chengshan’s Call Option, the Chengshan Equity Transfer Agreement (i.e., Article 4.2.1(a)) and the executed board resolutions included in the Transaction Documents for Chengshan Group’s Purchase (i.e., Article 4.2.1(i) and 4.2.1(j)); or 4.3.2 if Chengshan exercises Chengshan’s Put Option or ▇▇▇▇▇▇ exercises ▇▇▇▇▇▇’▇ Option, the ▇▇▇▇▇▇ Equity Transfer Agreement (i.e., Article 4.2.2(a)) and the executed board resolutions and shareholder resolutions included in the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase (i.e., Article 4.2.2 (e) and 4.2.2 (f)). 4.4 Upon the receipt by the Escrow Agent of the ▇▇▇▇▇▇ Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Withdraw Documents for Chengshan Group’s Purchase set out in Article 4.2.3. 4.5 Upon receipt by the Escrow Agent of the Chengshan Group Withdraw Notice (as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.4. 4.6 Upon receipt by the Escrow Agent of the ▇▇▇▇▇▇ Unwinding Notice (as defined below), the Escrow Agent shall immediately release to Cooper original copies of the Unwinding Documents for Chengshan Group’s Purchase set forth in Section 4.2.5. 4.7 Upon receipt by the Escrow Agent of the Chengshan Group Unwinding Notice(as defined below), the Escrow Agent shall immediately release to Chengshan original copies of the Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase set forth in Section 4.2.6. 4.8 The Party that is purchasing the other Party’s equity interest in CCT shall provide such other Party and the Escrow Agent written notice indicating that the conditions for Closing (as defined in the applicable Equity Transfer Agreement) set forth in Article 2 of the applicable Equity Transfer Agreement have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing (as defined in the applicable Equity Transfer Agreement), but subject to the fulfillment or waiver of those conditions), within 5 business days (which shall not be subject to the Cure Period) of the satisfaction of such conditions. Such notice shall include a copy of CCT’s newly issued business license reflecting the transfer of equity. Upon the receipt of such written notice, the Escrow Agent shall release simultaneously with the closing of the equity transfer transaction contemplated in the applicable Equity Transfer Agreement the original copies of all the remaining documents from either the Transaction Documents for Chengshan Group’s Purchase, in the event that Prairie is the purchaser, or the Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, in the event that ▇▇▇▇▇▇ is the purchaser, to Chengshan and ▇▇▇▇▇▇. 4.9 Upon the earliest of (a) both Chengshan and ▇▇▇▇▇▇ failing to properly exercise Chengshan’s Option or ▇▇▇▇▇▇’▇ Option, as applicable, before all such Options expire pursuant to the terms of this Agreement, (b) written notice from ▇▇▇▇▇▇ or Chengshan if the Option Commencement Date has not occurred on or before the Option Commencement Deadline, (c) written instructions from ▇▇▇▇▇▇ and Chengshan, (d) 10 calendar days after release by the Escrow Agent of the documents in Article 4.8, or (e) the termination of this Option Agreement in accordance with Article 6, the Escrow Agent shall destroy all other remaining Transaction Documents for Chengshan Group’s Purchase, Transaction Documents for ▇▇▇▇▇▇’▇ Purchase, Withdraw Documents for Chengshan Group’s Purchase, Withdraw Documents for ▇▇▇▇▇▇’▇ Purchase, Unwinding Documents for Chengshan Group’s Purchase, and Unwinding Documents for ▇▇▇▇▇▇’▇ Purchase which have not been previously released. 4.10 For the purpose of this Article 4, the release of the documents by the Escrow Agent to ▇▇▇▇▇▇ or Chengshan shall be delivered to the following addresses, or to such other address as may be hereafter designated in writing on seven (7) days’ notice by the relevant Party: CHENGSHAN Address: ▇▇. ▇▇, ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing▇▇▇▇ ▇▇▇▇▇, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser▇▇▇▇, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇▇, PRC Tel: ▇▇▇▇-▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Fax: ▇▇▇▇-▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the Attn: ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller▇▇▇ ▇▇▇▇▇▇ Address: ▇/▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇ World Office 1, ▇▇.▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the , ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute▇, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇. Tel: ▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇ Fax: ▇▇▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.Attn: Partner-in-Charge

Escrow. (a) Escrow Agent will hold The number of shares of theglobe Common Stock delivered to the ▇▇▇▇▇▇▇ Money Deposit Sellers at or following the Effective Time pursuant to Section 2.5(c) or Section 5.19 shall be reduced on a pro rata basis by an aggregate number of shares equal to ten percent of the Issuable Shares (the "Escrowed Shares"). The Escrowed Shares shall be held in escrow pursuant to an Escrow Agreement in an interest-bearing account the form attached as Exhibit 8.4 hereto (the "Escrow Agreement"). At the Effective Time, theglobe shall deposit the Escrowed Shares with the escrow agent (the "Escrow Agent") pursuant to the terms of the type generally used by Escrow Agent for Agreement. For such period of time that the holding Escrowed Shares are held in Escrow, the Seller shall have all rights with respect to the voting of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement such shares in accordance connection with any right hereunder. In the event Purchaser has not terminated this Agreement by the end all matters coming before a vote of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration holders of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount shares of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇theglobe Common Stock. (b) Notwithstanding anything in this Article VIII to the contrary, any claim by a member of theglobe Indemnified Group for indemnification against any Seller shall first be satisfied by recourse to the Escrowed Shares. Any claim by a member of theglobe Indemnified Group for indemnification shall be made by giving written notice in accordance with the terms of Section 8.5. In accordance with the terms of the Escrow Agreement, the Escrow Agent shall release to the member of theglobe Indemnified Group Escrowed Shares, as applicable, having an aggregate value (with shares valued at the Closing Share Price) equal to the Losses, if any, ultimately allowed under such claim. theglobe shall thereupon retire (and hold in treasury) or cancel such released shares and, if the member of theglobe Indemnified Group with respect to such Losses is not theglobe, pay or cause to be paid such Losses to such member of theglobe Indemnified Group. (c) For purposes of this Section 8.4 and the Escrow Agreement, in view of the fact that successful claims for indemnification will ultimately have the effect of reducing the number of shares issuable to the Sellers, David Rae shall act as the representative and attorney-in-fact (▇▇▇ "▇▇▇resentative") on behalf of himself and all of the other Sellers, subject to the provisions of Section 8.4(d). The Representative shall keep the Sellers reasonably informed of his decisions of a material nature. The Representative is authorized to take any action deemed by him appropriate or reasonably necessary to carry out the provisions of, and is authorized to act on behalf of, the Sellers for all purposes related to this Article VIII, including the acceptance of service of process upon the Sellers and the acceptance or compromise of claims for indemnification, and all decisions and actions of the Representative shall be binding and conclusive upon the Sellers and may be relied upon by theglobe Indemnified Parties and the Escrow Agent as the decision and action of all of the Sellers. (d) The Representative shall not be liable to any party of the Sellers for any error of judgment, act done or omission, except for bad omitted by him in good faith, or mistake of fact or Law unless caused by his own gross negligence or willful misconduct. In taking any action or refraining from taking any action whatsoever the Representative shall be protected in relying upon any notice, and the parties agree paper or other document reasonably believed by him to indemnify Escrow Agent and hold Escrow Agent harmless from be genuine, or upon any and all claims, damages, losses or expenses arising evidence reasonably deemed by him to be sufficient. The Representative may consult with counsel in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all his duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for fully protected in any action act taken, suffered or omitted permitted by it him in good faith in accordance with the advice of such counsel. (c) Escrow Agent . The Representative shall not be required responsible for determining or verifying the authority of any Person acting or purporting to defend act on behalf of any legal proceeding which may be instituted against it with respect party to the Escrowed Funds, the Property this Agreement or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money The Deposit shall be non-refundable to Purchaserheld by the Escrow Agent, but in trust, on the terms hereinafter set forth: A. The Escrow Agent shall deposit the Escrow Deposit in treasury bills, treasury backed repurchase agreements or as otherwise directed in writing by Sellers and Buyer. B. The Escrow Agent shall not commingle the Deposit with any other funds of the Escrow Agent or others and shall promptly advise Buyer and Sellers of the number of any bank account in which the Escrow Deposit has been deposited. C. If the Closing takes place under this Agreement (the "Closing"), then, on the Closing Date, the Escrow Agent shall deliver the Deposit to, or upon the instructions of, Sellers. In such event, any interest earned on the Escrow Deposit shall be credited against the Balance of the Purchase Price at due from Buyer hereunder. D. If this Agreement is terminated in accordance with the Closing. All interest earned on terms hereof, then the ▇▇▇▇▇▇▇ Money Escrow Agent shall pay the Deposit to, or upon the instructions of, the party entitled thereto in accordance with the provisions of this Agreement. E. If the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, then the Escrow Agent shall be paid pay the Deposit to the party entitled thereto in accordance with the provisions of this Agreement. F. It is agreed that the duties of the Escrow Agent are only as herein specifically provided, and, subject to the ▇▇▇▇▇▇▇ Money Depositprovisions of subparagraph G below, are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. In Sellers and Buyer each release the event this Agreement is terminated prior Escrow Agent from any act done or omitted to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned done by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in good faith in the amount performance of its duties hereunder. Each of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit Sellers and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit Buyer jointly and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree severally agrees to indemnify Escrow Agent and hold the Escrow Agent harmless from any and all claimscosts, damagesexpenses, losses claims or expenses arising in connection herewith. actions which may be incurred or asserted by or against the Escrow Agent, including without limitation claims or actions by any of them (except to the extent resulting from the Escrow Agent's willful misconduct or gross negligence). G. The parties acknowledge that Escrow Agent is acting solely as a stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties only with respect to the ▇▇▇▇▇▇▇ Money Deposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Escrow Deposit and the or interest earned thereon (or as to the "ESCROWED FUNDS")party whom said Escrow Deposit and interest earned thereon is to be delivered, the Escrow Agent shall not be bound to release and deliver make any delivery, but in such event the Escrowed Funds to either party but may either (i) continue to Escrow Agent shall hold same until receipt by the Escrowed Funds until otherwise directed Escrow Agent of an authorization in a writing writing, signed by all the parties hereto having interest in such dispute, directing the disposition of same, or in the absence of such auth- orization the Escrow Agent shall hold the Deposit until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (ii30) days of the Closing Date and diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Escrowed Funds with Deposit in court pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the clerk of any court of competent jurisdictionparty determined not to be entitled to the Deposit. Upon such depositmaking delivery of the Deposit in the manner herein provided, Escrow Agent will be released from all duties and responsibilities hereunder. the Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselno further liability hereunder. (c) H. The Escrow Agent shall not be required has executed this Agreement in order to defend any legal proceeding which may be instituted against it with respect confirm that the Escrow Agent will hold the Deposit in escrow, pursuant to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesprovisions hereof.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodPeriod or as otherwise provided for in accordance with the terms and provisions of this Agreement, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with without the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) . I Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (hereinafter referred to as the “Escrow Fund”), out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, indemnify and hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such written notice from Buyer advise Buyer and Escrow Agent will hold that it disputes the ▇▇▇▇▇▇▇ Money Deposit in escrow in claim. If the Parties cannot agree if the claim is an interest-bearing account indemnified claim, the Parties agree that within twenty (20) days of Seller’s denial of the type generally used by Escrow Agent for claim to submit the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable issue to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaserbinding arbitration. In the event the Closing occursclaim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount claim out of the ▇▇▇▇▇▇▇ Money Deposit, with Escrow Fund subject to a final determination by the interestarbitrator. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of Notwithstanding a possible dispute between the parties with respect Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the ▇▇▇▇▇▇▇ Money Deposit detriment of the Buyer, the Buyer and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent its counsel shall have the right to consult participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be paid out of the Escrow Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Fund up to the amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as to any expenses, costs or otherwise and in connection with separate counsel any indemnification claim shall be limited to the amount of its own choosing the Escrow Fund. Notwithstanding any provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if it deems such consultation advisable) and shall not be liable claim is for any action taken, suffered injunctive or omitted by it in accordance other equitable relief with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defensedefense being paid out of the Escrow Fund. Escrow Agent shall Seller cannot be required to institute legal proceedings settle a matter other than for dollar damages without the consent of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesBuyer.

Escrow. (a) Escrow Agent will hold the 6.14.1 All Losses payable by Eton to any D▇. ▇▇▇▇▇▇’▇ Money Deposit Indemnitees under this Agreement may be paid by the Escrow Agent from the Escrow Amount. Subject to the limitations set forth in escrow Section 8.4, any Losses that are in an interest-bearing account excess of the type generally used Escrow Amount shall be paid by Escrow Agent for the holding of escrow funds until the earlier of (i) the ClosingEton; provided that, or (ii) the termination of this Agreement in accordance with any right hereunderD▇. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇’▇ may, in its sole discretion, elect to offset such Losses against any Milestone Payments due and owing but not yet paid. Promptly following the date that is [*] (the “Escrow Release Date”), D▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇’▇ Money Deposit and Eton shall be paid execute and deliver a joint written instruction to the party entitled Escrow Agent directing the Escrow Agent to release to Eton any remaining portion of the Escrow Amount, less any pending amounts that are subject to pending Claims made by any D▇. ▇▇▇▇▇▇’▇ Money Deposit. In the event Indemnitees under this Agreement is terminated prior to 11:59 p.m. Eastern Time on the expiration of the Evaluation Period, the Escrow Release Date. If any Claim made by any D▇. ▇▇▇▇▇▇’▇ Money Deposit and all interest accrued thereon will be returned by Indemnitees under this Agreement is still pending as of the Escrow Agent to Purchaser. In the event the Closing occursRelease Date, the Escrow Agent, pursuant to the terms of the Escrow Agreement, will retain a portion of the Indemnity Escrow Amount in an amount equal to such Losses identified in any unresolved notice delivered pursuant to the Escrow Agreement until such Claim has been satisfied or otherwise resolved, at which point D▇. ▇▇▇▇▇▇’▇ Money Deposit and all interest accrued thereon will be released Eton shall execute and deliver a joint written instruction to Seller, and Purchaser shall receive a credit against the Purchase Price in Escrow Agent directing the amount Escrow Agent to release to Eton any remaining balance of the Escrow Amount not used to satisfy such indemnification rights of D▇. ▇▇▇▇▇▇’▇ Money Deposit, Indemnitees under this Agreement. 6.14.2 The parties shall split equally any costs and expenses incurred in connection with the interestEscrow Agreement, subject to the terms and conditions thereof. If one party pays any portion of the other party’s costs and expense, the other party shall reimburse the paying party on demand. 6.14.3 In all instances, Escrow Agent shall not release the event that (i) D▇. ▇▇▇▇▇’▇ provides written notice (a “Request Notice”) to Eton requesting Eton to issue (along with D▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the . ▇▇▇▇▇’▇▇ Money Deposit and has given the other party five (5) Business Days a joint written instruction to dispute, or consent to, the release any portion of the Escrow Amount with respect to any uncontested amounts that D▇. ▇▇▇▇▇’▇ asserts are payable to D▇▇ Money Deposit, provided that, if the Closing occurs, the . ▇▇▇▇▇’▇▇ Money Deposit , and interest thereon will be applied as set forth above on the Closing Date(ii) Eton does not, within twenty (20) days of receipt Request Notice, either (A) join D▇. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇’▇ in issuing such instructions or (B) object to D▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇’▇ Request Notice in writing by providing notice to D▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇’▇ hereunder, then D▇. ▇▇▇▇▇’▇ Money Deposit and shall be permitted to issue unilateral written instruction to the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver disperse the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it Amounts in accordance with the advice of such counselD▇. ▇▇▇▇▇’▇ instructions. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the The ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of is deposited with the type generally used by Escrow Agent with the understanding that the Escrow Agent is not (a) a party to this contract and does not have any liability for the holding performance or nonperformance of escrow funds until the earlier of (i) the Closing, any party to this contract or (iib) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All liable for interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration The Escrow Agent shall comply with applicable rules of the Evaluation Period, Texas Department of Insurance and deposit the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by with an insured financial institution upon its receipt. On or before June 30, 2006 at 5:00 o'clock p.m the Escrow Agent to Purchaser. In the event the Closing occurs, shall either apply the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released toward Buyer's purchase price at closing or forward the ▇▇▇▇▇▇▇ Money to Seller, and Purchaser shall receive a credit against the Purchase Price Seller in the amount event the Buyer fails to close before said time, (due to no fault of the Seller.) In the event both parties make written demand for the ▇▇▇▇▇▇▇ Money Deposit, with the interestEscrow Agent may require the payment of unpaid expenses incurred on behalf of the parties and a written release of all liability of the Escrow Agent from all parties. In all instancesIf one party makes written demand for the ▇▇▇▇▇▇▇ Money Deposit, the Escrow Agent shall give notice of the demand by providing to the other party a copy of the demand. If the Escrow Agent does not release receive written objection to the demand by providing to the other party within thirty (30) days after notice to the other party, the Escrow Agent may disburse the ▇▇▇▇▇▇▇ Money Deposit to either the party until Escrow Agent has been requested making demand reduced by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release amount of unpaid expenses incurred on behalf of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to receiving the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (Escrow Agent may pay the "ESCROWED FUNDS")same to the creditors. If the Escrow Agent complies with the provisions of this paragraph, each party hereto releases the Escrow Agent from all adverse claims related to the disbursal of the ▇▇▇▇▇▇▇ Money Deposit. The Escrow Agent's notice to the other party will be effective when deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the other party at such party's address shown below. Notice of objection to the demand will be deemed effective upon receipt by the Escrow Agent. In the event of a disagreement between Seller and Buyer over entitlement to the ▇▇▇▇▇▇▇ Money, the Escrow Agent shall not be bound to release and deliver interplead the Escrowed Funds to either party but may either (i) continue to hold sum into the Escrowed Funds until otherwise directed registry of the District Court in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit▇▇▇▇▇▇▇▇ County, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselTexas. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold On the Closing Date, the parties hereto and Wilmington Trust Company, a financial institution chartered under the laws of the State of Delaware with principal offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Mail Code 1625, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Money Deposit ▇▇▇▇▇, as escrow agent (the "Escrow Agent"), are executing and delivering an Escrow Agreement, in escrow in a form mutually acceptable to the Company and the Required Holders (as amended or modified from time to time, the "Escrow Agreement"), pursuant to which the fifteen million dollar ($15,000,000) Purchase Price (as defined below) of the Additional Notes (the "Escrow Funds") will be deposited into an interest-interest bearing account of with the type generally used by Escrow Agent for (the holding of escrow funds "Escrow Account"). Except as otherwise provided in this Section 4(r), any interest accrued in the Escrow Account shall be released by the Escrow Agent (A) from the Closing Date until the earlier to occur of (I) 90 days after the Closing Date and (II) the Company Escrow Release Date, to the Buyers (on a pro rata basis based on the principal amount of the Additional Notes issued to each of the Buyers) and (B) thereafter, to the Company, if any, in each case on a monthly basis from the Escrow Account. Upon the later of (i) the Closing, or Stockholder Approval Date and (ii) the termination Initial Effective Date, but only so long as no Event of this Agreement Default (as defined in accordance the Notes) has occurred or any event shall have occurred and be continuing that with any right hereunder. In the event Purchaser has not terminated this Agreement by passage of time and the end failure to cure would result in an Event of Default (such date, the "Company Escrow Release Date"), the Company and the Buyer Representative (as defined below) shall deliver to the Escrow Agent joint written instructions to release (x) to the Company the Escrow Funds and (y) to the Buyers (on a pro rata basis based on the principal amount of the Evaluation PeriodAdditional Notes issued to each of the Buyers) the remainder of the then current balance of the Escrow Account. Upon the occurrence of an Event of Default, the ▇▇▇▇▇▇▇ Money Deposit Buyer Representative shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by direct the Escrow Agent to Purchaser. In deliver to each Buyer the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Event of Default Redemption Price (as defined in the Additional Notes) due and payable to such Buyer pursuant to the terms of the Additional Notes from the Escrow Funds (on a pro rata basis based on the principal amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit Additional Notes issued to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release each of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithBuyers). The parties acknowledge that Company shall maintain the Escrow Agent is acting solely Account for so long as stakeholder for their mutual convenienceany Additional Notes remain outstanding. In If the event Company Escrow Agent receives written notice of a dispute between the parties with respect Release Date has not occurred prior to the ▇▇▇▇▇▇▇ Money Deposit and tenth (10th) calendar day after the interest earned thereon Initial Effectiveness Deadline (as defined in the Registration Rights Agreement) (the "ESCROWED FUNDSBuyer Escrow Release Date"), the Buyer Representative shall deliver to the Escrow Agent shall not be bound written instructions to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, Buyers (on a pro rata basis based on the Property or principal amount of the subject matter Additional Notes issued to each of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Buyers) all amounts then on deposit in the Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for Account (the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. "Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesTermination Date").

Escrow. (a) A. The Deposit shall be held in escrow by Escrow Agent, upon the following terms and conditions: i. Escrow Agent will hold shall deposit the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of or invest the type generally used by Deposit in a money market or monetary fund; ii. Escrow Agent for shall deliver to Seller the holding of escrow funds until the earlier of Deposit (itogether with all interest thereon, if any) at and upon the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder; and iii. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event If this Agreement is terminated prior to in accordance with the expiration terms hereof, or if the Closing does not take place under this Agreement by reason of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent failure of either party to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, comply with the interest. In all instancessuch party’s obligations hereunder, Escrow Agent shall not release pay the ▇▇▇▇▇▇▇ Money Deposit (together with all interest thereon, if any) to either party until Seller or Purchaser, as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: i. The duties of Escrow Agent has been requested by Seller are only as herein specifically provided, and, except for the provisions of Section 19(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatever except for its own willful misconduct or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Dategross negligence; ii. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and pay the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenienceDeposit; iii. In the event performance of its duties hereunder, Escrow Agent receives written shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by either of the other parties hereto or their successors; iv. Escrow Agent may assume, so long as it is acting in good faith, that any person purporting to give any notice of a dispute between instructions in accordance with the parties with respect provisions hereof has been duly authorized to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), do so; v. Escrow Agent shall not be bound to release by any modification, cancellation or rescission of this Agreement unless in writing and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by Escrow Agent, Seller and Purchaser; vi. Except as otherwise provided in Section 19(C) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all parties hereto loss, liability, costs or expenses in connection herewith, including attorneys’ fees and disbursements, incurred by Escrow Agent arising out of or 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, unless in each case incurred as a result of, or arising out of, the willful misconduct or gross negligence of Escrow Agent; vii. Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and viii. Escrow Agent may resign upon ten (ii10) deposit the Escrowed Funds with the clerk of any days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction. Upon such deposit, jurisdiction to name a successor. C. Escrow Agent will be released from all duties and responsibilities hereunderis acting as a stakeholder only with respect to the Deposit. Escrow Agent shall have Agent, except in the right to consult with separate counsel event of its own choosing (if it deems such consultation advisable) and the Closing, shall not deliver the Deposit except on seven (7) days’ prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom the Deposit is to be liable for any action takendelivered, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend make any legal proceeding which delivery, but in such event Escrow Agent may be instituted against it hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with respect to all interest thereon, if any), or in the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense absence of such defenseauthorization Escrow Agent may hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not be required to, bring an appropriate action or proceeding for leave to institute legal proceedings of any kind and shall have no responsibility for deposit the genuineness or validity of any document or other item deposited Deposit (together with it or the collectibility of any check delivered all interest thereon, if any), in connection with this Agreementcourt pending such determination. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder reimbursed for all costs and believed by it to have been signed expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the proper partiesparty determined not to be entitled to the Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, as the case may be, in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further obligation or liability hereunder except to the extent expressly set forth herein. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and will hold the Deposit, in escrow, pursuant to the provisions of this Agreement.

Escrow. (a) Buyers and Seller agree that the Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit Amount shall be placed in escrow in an interestwith Buyers at Texas Commerce Bank, National Association, for a period beginning on the Closing and ending on the 24-bearing account month anniversary of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) to be disbursed solely upon the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end joint signatures of the Evaluation PeriodBuyers and Seller, all as set forth below, provided that one-half of the ▇▇▇▇▇▇▇ Money Deposit Escrow Amount shall be nondisbursed to Seller automatically on the 12-refundable to Purchaser, but shall be credited against the Purchase Price at month anniversary of the Closing. All interest earned on Disbursements from the ▇▇▇▇▇▇▇ Money Deposit Escrow Amount shall be paid made for the payment of amounts, if any, needed to satisfy the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration indemnification rights of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent Buyers pursuant to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Article XII hereof. (b) The Escrow Agent Amount or the appropriate portion thereof shall not be liable disbursed to Buyers during the period ending on the 24-month anniversary of the Closing at any party time or from time to time, upon the Buyers, giving Seller a Notice of Claim unless Seller delivers a Notice of Objection (as hereafter defined) in accordance with the procedures described in this Section 12.06. Such Notice of Claim must be for any act a specified amount. (i) Seller may give the Buyers written notice ( Notice of Objection ) (A) attaching a copy of such Notice of Claim, (B) stating that, in the good faith opinion of the Seller, the claim described in such Notice of Claim is invalid (either in whole or omissionin specified part) under the terms of Article XII hereof, except (C) giving the reasons for bad faith, gross negligence or willful misconductthe alleged invalidity, and (D) stating that, based on such alleged invalidity, the parties agree Seller objects to indemnify the payment of any portion of the Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenienceAmount to the requesting party on account thereof. In the event Escrow Agent receives written notice that a Notice of Objection alleges that a Notice of Claim is only partially invalid, the Seller, within 30 days of the receipt of such Notice of Claim, may agree to pay over to the Buyers that portion of the amounts specified in such Notice of Claim as to which no objection is made. The Seller is not required to agree to make any payments to Buyers in respect of a dispute between Notice of Claim that has been objected to in a Notice of Objection given to Buyers as aforesaid except (X) as provided in the immediately preceding sentence, or (Y) in accordance with an order of any arbitration panel initiated by any of the parties with respect hereto pursuant to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or paragraph ii below. (ii) deposit Buyers and Seller agree to submit to final and binding arbitration any and all disputes Seller has specified in a Notice of Objection or Buyers have specified in a Notice of Claim to which the Escrowed Funds with the clerk Seller has not responded within 30 days of any court receipt of competent jurisdictionsuch Notice of Claim. Upon Any such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right dispute subject to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it arbitration in accordance with the advice of such counselAmerican Arbitration Association rules. (c) The Escrow Agent Account shall not be required to defend terminated on the 24-month anniversary of the Closing Date; PROVIDED, HOWEVER, that the Escrow Account may continue beyond such 24-month anniversary, if Buyers have asserted indemnification claims, and any legal proceeding which may be instituted against it with respect such claims remain unsatisfied (but only to the Escrowed Fundsextent necessary to satisfy such unsatisfied claims). Upon termination of the Escrow Account, all remaining amounts therein that constitute the Property Escrow Amount and that have not been paid or the subject matter of this Agreement unless requested are not properly payable to do so by Purchaser third parties, or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent Buyers pursuant hereto, shall be fully protected in acting in accordance disbursed to Seller along with any written instructions given to it hereunder and believed by it to have been signed by all interest that has accrued on the proper partiesEscrow Amount during the period ending 24 months after the Closing.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit The Escrowed Shares, when initially issued, shall be held in escrow by the Escrow Agent, with separate notarized stock powers attached and signed in an interest-bearing account blank by each of the type generally used by Escrow Agent for Group Stockholders. The Escrowed Shares shall be allocated against the holding number of escrow funds until the earlier shares of (i) the Closing, or (ii) the termination of this Agreement Group Common Stock to which each Group Stockholder is entitled on a pro rata basis in accordance with any right hereunderthe relative Applicable Stock Percentage of each Group Stockholder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit The Escrowed Shares shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned held by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Sellerin escrow, and Purchaser shall receive a credit against be transferred or released by Simtek only as follows. If no Notice of Claim is submitted by the Purchase Price Simtek Designated Representative to the Group Designated Representative within the applicable time period provided in Section 9.4(a), then the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release promptly transfer all of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect Escrowed Shares to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in Group Stockholders on a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it pro rata basis in accordance with the advice relative Applicable Stock Percentage of such counsel. (c) each Group Stockholder. If a Notice of Claim is submitted by the Simtek Designated Representative to the Group Designated Representative within the applicable time period provided in Section 9.4(a), then the Escrow Agent shall not be required hold the Escrowed Shares until the first to defend any legal proceeding occur of the issuance of a Final Decision or the waiver and release by Simtek of the Indemnification Claims to which may be instituted against the Notice of Claim relates. If the Final Decision results in Simtek being entitled to no payment pursuant to this Article 9 or if Simtek waives and releases its Indemnification Claims, then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the Group Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each Group Stockholder. If, however, pursuant to the Final Decision it is determined that Simtek is entitled pursuant to this Article 9 to receive payment with respect to its Indemnification Claims, then the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required transfer to institute legal proceedings Simtek on the Due Date such number of any kind Escrowed Shares as have an aggregate Simtek Share Value equal to the amount of such payment and shall have no responsibility for transfer all of the genuineness or validity of any document or other item deposited with it or remaining Escrowed Shares to the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting Group Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each Group Stockholder. Any Group Stockholder may, but shall not be required, to redeem any written instructions given Escrowed Shares allocable to it hereunder him that are required to be transferred to Simtek pursuant to this subsection (f) by paying to Simtek, prior to the transfer thereof to Simtek, the Simtek Share Value of such Escrowed Shares. Any Escrowed Shares that are so redeemed shall be transferred to the redeeming Group Stockholder and believed by it the cash paid to have been signed by the proper partiesredeem such Escrowed Shares shall be paid, in lieu of such shares, to Simtek.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) Immediately prior to the Closing, or (ii) the termination of this Agreement Shareholders, Buyer and the Escrow Agent shall enter into the Escrow Agreement, pursuant to which Buyer shall, in accordance with any right hereunder. In Section 1.03, deposit with the event Purchaser has not terminated this Agreement by Escrow Agent the end of Closing Escrow Deposit and, subject to the Evaluation PeriodClosing, the ▇▇▇▇▇▇▇ Money Deposit Escrow Agent shall make the distributions of payments as contemplated under Section 1.03(b)(ii), Section 1.04, this Section 1.05, Section 1.07 and Section 1.08, and take the other actions contemplated to be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit made and all interest accrued thereon will be returned taken by the Escrow Agent pursuant to Purchaserand in accordance with this Agreement. In Buyer and the event Shareholders’ Representatives jointly will notify the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, Buyer shall be solely responsible for purposes the costs and expenses of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Escrow Agent. (b) Escrow Agent If the Net Working Capital Adjustment results in a payment due to the Buyer or the Buyer discovers any unpaid Company Transaction Expense which were not paid at Closing, the Holdback Amount shall not first be liable used to any party satisfy such Net Working Capital Adjustment and/or unpaid Company Transaction Expenses, as the case may be. The balance of the Holdback Amount may thereafter be used to satisfy Losses incurred by Buyer for any act which a Direct Claim or omission, except for bad faith, gross negligence or willful misconductThird-Party Claim has been received by Shareholders’ Representatives prior to the six (6) month anniversary of the Closing Date (the “Holdback Termination Date”), and the parties agree to indemnify balance of such Holdback Amount, if any, will be paid from the Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it Shareholders in accordance with the advice allocation set forth in the Funds Flow Statement on the Holdback Termination Date in accordance with the terms and conditions of such counselthe Escrow Agreement. (c) In the event that any Founder shall be terminated by the Company for Cause (as defined in his respective Employment Agreement) or shall voluntarily terminate his employment with the Company other than for Good Reason, Disability (as such terms are defined in his respective Employment Agreement) or death (such Founder being a “Leaving Founder”) at any time prior to the second (2nd) anniversary of the Closing Date, then a portion of the Indemnity Escrow and Founder Retention Escrow, or any remaining balance thereof, will be released to Buyer (and the Buyer and the Shareholders' Representatives will promptly instruct the Escrow Agent shall not be required to defend release), as follows: (i) If such Founder becomes a Leaving Founder at any legal proceeding which may be instituted against it with respect time prior to the Escrowed Fundsfirst (1st) anniversary of the Closing Date, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense then one hundred percent (100%) of such defense. Leaving Founder's Contribution Amount less such Leaving Founder’s Contribution Percentage (determined as of the Closing Date) of any amounts previously paid to Buyer on account of Third-Party Claims or Direct Claims shall be released to Buyer. (ii) If such Founder becomes a Leaving Founder at any time between the first (1st) anniversary of the Closing Date and the second (2nd) anniversary of the Closing Date, then fifty percent (50%) of such Leaving Founder's Contribution Amount less such Leaving Founder’s Contribution Percentage (determined as of the Closing Date) of any amounts previously paid to Buyer on account of Third-Party Claims or Direct Claims shall be released to Buyer. (d) The Indemnity Escrow and Founder Retention Escrow will be released (and the Buyer and the Shareholders' Representatives will promptly instruct the Escrow Agent shall to release) to each Founder who did not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting previously become a Leaving Founder (such Founder being a “Retained Founder”) in accordance with any written instructions given his then Contribution Percentage, relative to it hereunder and believed by it to have been signed the other Retained Founders (so that the aggregate of the Contribution Percentages of all remaining Retained Founders equal 100%), as follows: (i) On the first anniversary of the Closing Date, the difference of (A) fifty percent (50%) of such Retained Founder's Contribution Amount, less (B) such Retained Founder’s Contribution Percentage (determined as of the Closing Date) multiplied by the proper partiessum of: (x) any Direct Claims or Third-Party Claims paid to Buyer on or before such first (1st) anniversary; plus (y) the total value of any Third-Party Claims and Direct Claims made by the Buyer on or before such first (1st) anniversary which are still outstanding, shall be released to each Retained Founder (such status determined as of the first (1st) anniversary of the Closing Date). (ii) On the second anniversary of the Closing Date, the difference of: (A) one hundred percent (100%) of such Retained Founder’s Contribution Percentage (relative to the other Retained Founders as of said date) multiplied by the balance of the Indemnity Escrow and Founder Retention Escrow remaining on such date, less (B) such Retained Founder’s Contribution Percentage (determined as of the Closing Date) multiplied by the total value of any Third-Party Claims or Direct Claims made by the Buyer on or before the second (2nd) anniversary of the Closing Date which are still outstanding, shall be released to each Retained Founder (such status determined as of the second (2nd) anniversary of the Closing Date). (iii) Following the resolution of all Third-Party Claims and Direct Claims which are outstanding as of the second anniversary of the Closing Date in accordance with ARTICLE VII, the remaining balance of the Indemnity Escrow and Founder Retention Escrow, if any, shall be promptly released to each Retained Founder (such status determined as of the second (2nd) anniversary of the Closing Date) such that each Retained Founder shall receive his Contribution Percentage (determined relative to the other Retained Founders as of the second (2nd) anniversary of the Closing Date so that the aggregate of the Contribution Percentages of the Retained Founders as of the second (2nd) anniversary of the Closing Date equal 100%) of said balance.

Escrow. In order to secure Buyer with respect to: (ai) Escrow Agent will hold any reduction in the Net Working Capital of the ▇.▇. ▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account Division of the type generally used Company between September 30, 1998 and the Closing Date and (ii) the accuracy of the representations, warranties, and the prompt performance and payment of the covenants, agreements and indemnifications, of Sellers provided for in this Agreement and all other documents and instruments executed by Sellers in connection herewith, on the Closing Date Sellers and Buyer shall enter into an escrow agreement (the "Escrow Agent for Agreement") substantially in the holding form of Exhibit A hereto with U.S. Trust Company (provided that if the fees of U.S. Trust Company are not reasonable and competitive with other similar institutions, the parties will mutually agree on another escrow funds until agent) as escrow agent (with such changes therein relative to the earlier rights and duties of the escrow agent as may be required by said escrow agent.) Buyer shall deposit $3,400,000 (the "Escrow") pursuant to the Escrow Agreement. Upon the later of (i) 120 days after the ClosingClosing Date, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end final determination of the Evaluation PeriodPurchase Price, and (iii) the ▇▇▇▇▇▇▇ Money Deposit final determination of any indemnification claims made by Buyer against Sellers pursuant to Section 8 hereof on or before 120 days after the Closing Date, Buyer shall be non-refundable entitled to Purchaser, but shall be credited against receive from the Escrow an amount equal to the sum of (A) any reduction in the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Selleras finally determined, and Purchaser shall receive a credit against the Purchase Price in (b) the amount of any indemnification to which Buyer is entitled under Section 8 hereof as determined by agreement between Buyer and Sellers or, in the ▇▇▇▇▇▇▇ Money Depositabsence of agreement, with by the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk final judgment of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice remaining balance of such counsel. (c) Escrow, if any, shall be distributed to Sellers. One-third of the Escrow Agent shall not be distributed each six months after the Closing, subject to retention at all times of funds reasonably required in Buyer's good faith judgment to defend cover any legal proceeding which may pending and bona fide claims of Buyer for indemnification. Interest earned on the Escrow shall be instituted against it with respect distributed to the Escrowed Funds, Sellers monthly Pro-Rata and the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent Sellers shall be fully protected in acting in accordance with any written instructions given to it hereunder responsible for reporting all taxable interest and believed by it to have been signed by dividends distributed from the proper partiesEscrow. Buyer shall pay the fees and costs of the escrow agent.

Escrow. (a) At the Closing, Buyer will deposit into one or more escrow accounts (collectively, the “Escrow Account”) established for such purpose with the Escrow Agent will hold pursuant to an escrow agreement by and among Buyer, Sellers, the ▇▇▇▇▇▇▇ Money Deposit Company, and the Escrow Agent, in escrow in an interest-bearing account of substantially the type generally used by form attached hereto as Exhibit F (the “Escrow Agent for the holding of escrow funds until the earlier of Agreement”), (i) the Closing, or (ii) the termination of this Agreement $400,000 in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement cash by wire transfer to an account designated by the end of Escrow Agent (the Evaluation Period“R&W Retention Escrow Amount”), the ▇▇▇▇▇▇▇ Money Deposit shall to be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned held by the Escrow Agent to Purchaserserve as a source of payment of Sellers’ retention obligations under the R&W Policy pursuant to Article VIII, (ii) $5,000,000 in cash by wire transfer to an account designated by the Escrow Agent (the “Indemnification Escrow Amount”), to be held by the Escrow Agent to serve as a source of payment of the indemnification obligations of Sellers under Article VIII as described in Section 8.3, and (iii) $500,000 in cash by wire transfer to an account designated by the Escrow Agent (the “Working Capital Escrow Amount”), to be held by the Escrow Agent as the first source of payment for any Closing Payment Decrease pursuant to Section 2.5(f). The R&W Retention Escrow Amount, the Indemnification Escrow Amount, and the Working Capital Escrow Amount will be released as follows: (i) The R&W Retention Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and (A) on the 12-month anniversary of the Closing Date, the remaining amount of the R&W Escrow Fund minus (1) $200,000 and (2) any pending claims made in compliance with this Agreement, shall be released to Sellers, and (B) on the three-year anniversary of the Closing Date, the remaining amount of the R&W Retention Escrow Fund shall be released to Sellers, subject to reserves for any pending claims made in compliance with this Agreement. (ii) The Indemnification Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and on the three-year anniversary of the Closing Date, the remaining amount of the Indemnification Escrow Fund shall be released to Sellers, subject to reserves for any pending claims made in compliance with this Agreement. (iii) The Working Capital Escrow Amount shall be held by the Escrow Agent pursuant to the terms of the Escrow Agreement and released upon the final determination of Final Net Working Capital and any related adjustments to the Closing Payment pursuant to Section 2.5. In the event that the Closing occursPayment Decrease exceeds the Working Capital Escrow Amount, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser Buyer shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇recover any remaining amounts directly from Sellers. (b) The Sellers’ Representative and Buyer each agree to promptly take commercially reasonable actions (including executing and delivering joint written instructions to the Escrow Agent shall not be liable Agent) requested by the other to any party for any act or omissioneffect releases of the Working Capital Escrow Amount, except for bad faith, gross negligence or willful misconductthe R&W Retention Escrow Amount, and Indemnification Escrow Amount from the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claimsAccount, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it each case in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money The Deposit paid by Buyer under Paragraph 3, above, shall be held in escrow in an interest-bearing account by Pocono Area Abstract Company, as escrow agent (the “Escrow Agent”), pursuant to the terms and conditions of the type generally used by Deposit Escrow Agreement attached hereto and made a part hereof as Exhibit “Z” or, if such form is not acceptable to Escrow Agent, such alternate form of escrow agreement mutually acceptable to Seller, Buyer and Escrow Agent. Seller, on the one part, and Buyer, on the other part, shall each pay one-half (½) of the charges of the Escrow Agent for the holding escrow of escrow funds until the earlier of (i) the Deposit, if any. At Closing, or (ii) Escrow Agent shall pay over to Seller the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end amount of the Evaluation PeriodDeposit and all interest earned thereon, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but which amount shall be credited against the Purchase Price at Price. If Closing does not occur, Escrow Agent shall remit the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money DepositDeposit as set forth in this Agreement. Buyer and Seller hereby jointly agree to indemnify and hold harmless the Escrow Agent from and against any and all liability hereunder except as a result of Escrow Agent’s willful misconduct or gross negligence. In the event this Agreement of any dispute as to whether or not Seller is terminated prior entitled to retain the expiration Deposit, or to whom any portion of the Evaluation PeriodDeposit should be delivered, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In may retain the event Deposit until a court of competent jurisdiction has determined the Closing occursentitlement thereto, or may deposit the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive with a credit against the Purchase Price court of competent jurisdiction in the amount of the ▇▇▇▇▇▇▇ Money Deposit, connection with the interest. In commencement of an interpleader action and thereby be relieved of all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit liability to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithhereto. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit covenants and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter provisions of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent Paragraph shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiessurvive Closing.

Escrow. The Downpayment shall be held by Escrow Agent and disposed of only in accordance with the following: (a) Escrow Agent will hold deliver the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account Downpayment to Seller or to Purchaser, as the case may be, under the following conditions: (1) to Seller at the Closing upon the consummation thereof as part of the type generally used Purchase Price; or (ii) to Seller upon receipt of written demand therefor, stating that Purchaser has defaulted in the performance of this Agreement; provided, however, that Escrow Agent shall not honor such demand earlier than the tenth day after Escrow Agent shall have given notice to Purchaser enclosing a copy of such demand, nor thereafter if Escrow Agent shall have received written notice of objection from Purchaser prior to such tenth day; or (iii) to Purchaser upon receipt of written demand therefor, which demand shall be received by Escrow Agent for on or prior to the holding end of escrow funds until the earlier of (i) the ClosingApproval Period, or (ii) the termination of stating that Purchaser is terminating this Agreement in accordance with any right hereunder. In Section 4.01(d) herein; or (iv) to Purchaser upon receipt of written demand therefor (x) stating that Seller has defaulted in the event performance of this Agreement, or (y) stating that Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party is otherwise entitled to the ▇▇▇▇▇▇▇ Money Deposit. In Downpayment under the event terms of this Agreement is terminated prior to the expiration of the Evaluation PeriodAgreement; provided, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurshowever, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, that Escrow Agent shall not release honor such demand earlier than the ▇▇▇▇▇▇▇ Money Deposit to either party until tenth day after Escrow Agent has been requested by shall have given notice to Seller or Purchaser enclosing a copy of such demand, nor thereafter if Escrow Agent shall have received written notice of objection from Seller prior to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇such tenth day. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written shall have received a notice of a dispute between objection provided for in subsections (a)(ii) or (iv) above within the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS")time therein prescribed, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds Downpayment until otherwise directed in a writing signed by all parties hereto or (iiA) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have received written notice signed by Seller and Purchaser directing the right disbursement of the Downpayment, or (B) Escrow Agent, at Escrow Agent's option, in order to consult with separate counsel terminate Escrow Agent's duties as Escrow Agent, shall have deposited the Downpayment in a court of its own choosing competent jurisdiction in an action of interpleader, the costs thereof to be borne by whichever of Seller and Purchaser is the non-prevailing party, or (if it deems such consultation advisableC) Escrow Agent shall receive from a court of competent jurisdiction a certified copy of a judgment or order, which is final and shall not be liable for any action takennon-appealable, suffered or omitted by it in accordance with directing disposition of the advice of such counselDownpayment. (c) Escrow Agent may act upon any instrument or other writing believed by Escrow Agent, in good faith, to be genuine and to be signed and presented by the proper person, and shall not be required to defend liable in connection with the performance of any legal proceeding which may be instituted against it with respect to duties imposed upon Escrow Agent by the Escrowed Funds, the Property or the subject matter provisions of this Agreement unless requested except for Escrow Agent's own wilful misconduct or negligence. Escrow Agent shall have no duties or responsibilities except those set forth herein. In the event that Escrow Agent shall be uncertain as to do so by Escrow Agent's duties or rights hereunder, or shall receive instructions from Purchaser or Seller which, in Escrow Agent's opinion, are in conflict with any of the provisions hereof, Escrow Agent shall be entitled to hold and/or apply the Downpayment pursuant to Section 1.03(b) above and may decline to take any other action. (d) Seller and Purchaser, jointly and severally, agree to indemnify and hold harmless Escrow Agent from and against any and all costs, claims, damages or expenses, including reasonable attorneys' fees, that may be incurred by Escrow Agent acting under this Agreement or to which Escrow Agent may be put in connection with Escrow Agent acting under this Agreement, except for costs, claims or damages arising out of Escrow Agent's negligence, willful misconduct or bad faith. (e) Seller and Purchaser recognize and acknowledge that Escrow Agent is indemnified serving without compensation and solely as an accommodation to its satisfaction against the cost parties hereto. Seller and expense of such defense. Purchaser recognize and acknowledge that Escrow Agent undertakes to perform only the duties that are expressly set forth herein and that Escrow Agent shall not be required to institute legal proceedings of bound by any kind other agreement between Seller and shall have no responsibility for the genuineness Purchaser, whether or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. not Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partieshas knowledge thereof.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by provides a Notice to Proceed to Seller prior to the end expiration of the Evaluation PeriodPeriod pursuant to Section 5.3(c) herein, the ▇▇▇▇▇▇▇ Money Deposit shall shall, except as otherwise provided in this Agreement, be non-refundable to Purchaser, but Purchaser and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be become part of the ▇▇▇▇▇▇▇ Money Deposit and shall paid to the party entitled to the ▇▇▇▇▇▇▇ Money DepositDeposit pursuant to the terms of this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodPeriod pursuant to Section 5.3(c) herein, then the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to PurchaserPurchaser within one (1) Business Day following any such termination. In the event this Agreement is terminated for any other reason, then the ▇▇▇▇▇▇▇ Money Deposit will be disbursed by the Escrow Agent to the party entitled thereto pursuant to the applicable terms and provisions of this Agreement. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested in writing by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party written notice of such request and five (5) Business Days thereafter to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit; provided, provided thathowever, that if this Agreement is terminated prior to the Closing occursexpiration of the Evaluation Period pursuant to Section 5.3(c), then Escrow Agent is authorized to, and shall, deliver the ▇▇▇▇▇▇▇ Money Deposit to Purchaser within one (1) Business Day following any such termination, and interest thereon will be applied as set forth above on the Closing Dateneither Seller nor Purchaser shall have any right to object to such delivery to Purchaser or disbursement to Seller. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its it is a disregarded entity as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii) (“Disregarded Entity”). ▇▇▇▇-▇▇▇▇ Realty, L.P. (“Owner”) is the direct owner of Seller and is not a Disregarded Entity. Seller represents that Owner’s tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for Escrow Agent’s bad faith, gross negligence negligence, willful misconduct or willful misconductbeach of this Agreement, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith, except to the extent arising from Escrow Agent’s bad faith, gross negligence, willful misconduct or breach of this Agreement. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS")Deposit, Escrow Agent shall not be bound to release and deliver the Escrowed Funds ▇▇▇▇▇▇▇ Money Deposit to either party but may either (i) continue to hold the Escrowed Funds ▇▇▇▇▇▇▇ Money Deposit until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds ▇▇▇▇▇▇▇ Money Deposit with the clerk of any court of competent jurisdictionjurisdiction if such dispute is not resolved within ninety (90) days of notice thereof. Upon such deposit, Escrow Agent will be released from all further duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the reasonable advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds▇▇▇▇▇▇▇ Money Deposit, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and unless Escrow Agent is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in good faith in accordance with any written instructions given to it hereunder and believed by it in good faith to have been signed by the proper parties. (d) Escrow Agent acknowledges and agrees to the terms and provisions of Article IV of this Agreement. (e) The provisions of this Article XVII shall survive Closing or the earlier termination of this Agreement.

Escrow. In order to partially secure the indemnity obligations of the Sellers as set forth herein (aincluding the indemnities set forth in Article X and the obligation to pay any deficiency owed pursuant to Section 2.3(f)), Purchaser and the Seller Representative (on behalf of the Sellers) shall execute at the Closing an escrow agreement in the form attached hereto as Exhibit E (the "ESCROW AGREEMENT") with the Escrow Agent will hold whereby each of the ▇▇▇▇▇▇▇ Money Deposit Indemnification Escrow Amount and the Working Capital Escrow Amount shall be held in escrow in an separate interest-bearing account of escrow accounts (such accounts, the type generally "INDEMNIFICATION ESCROW ACCOUNT" and the "WORKING CAPITAL ESCROW ACCOUNT", respectively). The Indemnification Escrow Amount shall be used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement to satisfy amounts payable by the end of Sellers to the Evaluation Period, Purchaser pursuant to Article X hereof; provided that any remaining amounts in the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit Indemnification Escrow Account shall be paid to the party entitled Seller Representative on December 31, 2006, less the amount equal to any unresolved claim or claims for indemnification against the Sellers pursuant to Article X hereof, all as more fully described in the Escrow Agreement. The Working Capital Escrow Amount shall be used to satisfy the Sellers' obligation to pay any deficiency owed pursuant to Section 2.3(f) hereof and shall be paid to the ▇▇▇▇▇▇▇ Money Deposit. In Purchaser and/or the event this Agreement is terminated prior to Seller Representative, as the expiration of the Evaluation Periodcase may be, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five within three (53) Business Days to dispute, or consent to, after the release of Settlement Date in accordance with Section 2.3(f) hereof and as more fully described in the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing DateEscrow Agreement. The Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties Sellers agree to indemnify that the Escrow Agent and hold Escrow Agent harmless from any Amount shall be treated as owned for all Tax purposes by the Sellers and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties income earned with respect to the ▇▇▇▇▇▇▇ Money Deposit Escrow Amount shall be owned by Sellers and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect allocated to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility Sellers for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesall Tax purposes.

Escrow. (a) 22.1 Escrow Agent will shall hold and disburse the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement Downpayment in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.following provisions: (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. 22.1.1 Escrow Agent shall have the right right, but not the obligation, to consult with separate counsel invest the Downpayment in savings accounts, treasury bills, certificates of its own choosing (if it deems such consultation advisable) deposit and/or in other money market instruments, or in funds investing in any of the foregoing, and shall not be liable for any action takenlosses suffered in connection with any such investment. 22.1.2 If the Closing occurs, suffered then Escrow Agent shall deliver the Downpayment to Seller. 22.1.3 If Escrow Agent receives a notice signed by Purchaser or omitted by it Seller (the “Noticing Party”) stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the Downpayment, or that the other party hereto (the “Non-Noticing Party”) has defaulted in accordance with the advice performance of its obligations hereunder, Escrow Agent shall deliver a copy of such counsel. notice to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the Downpayment by notice of objection delivered to and received by Escrow Agent ten (c10) Business Days after the date of Escrow Agent’s delivery of such copy to the Non-Noticing Party, but not thereafter. If Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect have so received a notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the Downpayment to the Escrowed FundsNoticing Party. If Escrow Agent shall have received a notice of objection from the Non-Noticing Party within the time herein prescribed, Escrow Agent shall, at its sole option, either (i) deliver to a court of competent jurisdiction the Property Downpayment; or (ii) retain the subject matter Downpayment until one of this Agreement unless requested the following events shall have occurred: (a) the Non-Noticing Party shall have failed to do so commence an action in a court of competent jurisdiction against the Noticing Party to resolve why the Noticing Party shall not be entitled to the payment of the Downpayment within thirty (30) days after delivery of the Noticing Party’s notice, by Purchaser serving a summons and complaint on the Noticing Party and delivering to Escrow Agent a copy thereof, together with an affidavit of service within such thirty (30) day period, in which event Escrow Agent shall pay over the Downpayment to the Noticing Party; (b) there shall have been served upon Escrow Agent an order or judgment duly entered in a court of competent jurisdiction setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such order or judgment; or (c) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Downpayment is indemnified to its satisfaction against be paid out and delivered, in which event Escrow Agent shall deliver the cost and expense of Downpayment as set forth in such defensestatement. Escrow Agent shall not be required or become liable in any way to institute legal proceedings any person for its refusal to comply with any such requests or demands by Seller and Purchaser until and unless it has received a direction of any kind the nature described above. 22.2 Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 22 shall be addressed to the party to receive such notice at its notice address set forth in Section 14 above (with copies to be similarly sent to the additional persons therein indicated). 22.3 Notwithstanding the foregoing, if Escrow Agent shall have no responsibility received a notice of objection as provided for in Section 22.1.3 above within the genuineness time therein prescribed, or validity shall have received at any time before actual disbursement of the Downpayment a notice signed by either Seller or Purchaser disputing entitlement to the Downpayment or shall otherwise believe in good faith at any document time that a disagreement or other item deposited dispute has arisen between the parties hereto over entitlement to the Downpayment (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (a) to deposit the Downpayment with the Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the depositing of the Downpayment with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the collectibility losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any check delivered previous gross negligence or willful misconduct. 22.4 Escrow Agent is acting hereunder without charge as an accommodation to Purchaser and Seller, it being understood and agreed that Escrow Agent shall not be liable for any error in connection with this Agreementjudgment or any act done or omitted by it in good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall be fully protected not incur any liability in acting in accordance with upon any written instructions given document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it hereunder any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and believed Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorneys’ fees (either paid to retained attorneys or, representing the fair value of legal services rendered by it Escrow Agent to have been signed by itself), arising out of any dispute under this Agreement, including the proper partiescost and expense of defending itself against any claim arising hereunder.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to PurchaserPurchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to and be for the party entitled to benefit of Purchaser unless the ▇▇▇▇▇▇▇ Money DepositDeposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the Initial ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against all of the Purchase Price in the amount of interest earned on the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful breach or misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all other claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDSEscrowed Funds"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) The Deposit, together with any interest earned thereon, shall be held by Escrow Agent, in trust, and disposed of only in accordance with the following provisions: (i) Escrow Agent will hold shall invest the ▇▇▇▇▇▇▇ Money Deposit in escrow Deposit, if converted to cash pursuant to SUBSECTION 24(d)(v)(z), in an interest-bearing account account, and shall not commingle the Deposit with any funds of Escrow Agent or others. Escrow Agent shall not be obligated to achieve any particular return on the Deposit nor shall it be liable for any loss as a result of the type generally used by Escrow Agent for action or inaction of the holding of escrow funds until the earlier of (i) the Closing, or depository institution. (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event If the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release deliver the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurssame is then held as cash, to or upon the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above instructions of Seller on the Closing Date. If the Deposit is held as a Letter of Credit, then on the Closing Date Escrow Agent shall return the Letter of Credit to Purchaser. (iii) If for any reason the Closing does not occur, Escrow Agent shall deliver the Deposit (and all interest earned thereon if the same is then held in cash) to Seller or Purchaser represents only upon receipt of a written demand therefor from such party, subject to the following provisions of this SUBSECTION 24(a)(iii) or of SUBSECTION 24(d), as applicable. If for any reason the Closing does not occur and Escrow Agent receives a written demand for payment of the Deposit (and all interest earned thereon if the same is then held in cash) or a written demand for delivery of the Letter of Credit, as the case may be, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to either the proposed payment or the proposed delivery of the Letter of Credit within ten (10) days after the giving of such notice, Escrow Agent is hereby authorized to make such payment or deliver the Letter of Credit to the party making the demand. If Escrow Agent does receive such written objection within such period, Escrow Agent shall continue to hold the Deposit until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court, or may, at its option, deposit the same with a court of competent jurisdiction. If the Closing does not occur by a date that its tax identification numberis thirty (30) days or fewer prior to the expiration date of the Letter of Credit and no replacement Letter of Credit has theretofore been delivered to Escrow Agent, Seller shall be entitled to make a written demand upon Escrow Agent (or the court which is holding the Letter of Credit if the same had theretofore been deposited with a court) for delivery of the Letter of Credit for the purposes of reporting drawing upon the interest earningssame pursuant to SECTION 24(d) and Escrow Agent or such court, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification numberas the case may be, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇shall be entitled to act in accordance with such demand without providing notice thereof to Purchaser. (b) The parties acknowledge that Escrow Agent (i) may represent Seller in the matters contemplated in this Agreement notwithstanding its acting as an escrow agent, (ii) is acting solely as a stakeholder at the request of the parties and for their convenience, (iii) shall not be deemed to be the agent of either of the parties, and (iv) shall not be liable to any party either of the parties for any act action or omission, except for bad omission on its part taken or made in good faith, gross negligence and not in willful or willful misconduct, grossly negligent disregard of this Agreement. Seller and the parties agree to Purchaser shall jointly and severally indemnify Escrow Agent and hold Escrow Agent harmless from any and against all claimscosts, damagesclaims and expenses, losses or expenses arising including reasonable attorneys' fees, incurred in connection herewith. The parties acknowledge that with the performance of Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties Agent's duties hereunder, except with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), actions or omissions taken or made by Escrow Agent shall not be bound to release and deliver in bad faith, in willful disregard of this Agreement or involving gross negligence on the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk part of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselAgent. (c) Escrow Agent Purchaser shall not be required to defend pay any legal proceeding which may be instituted against it with respect income taxes on any interest earned on and any other income derived from the Deposit. Purchaser's taxpayer identification number is pending. Purchaser shall obtain its taxpayer identification number prior to the Escrowed FundsClosing and provide the same to Seller and Escrow Agent. (d) The Letter of Credit delivered as the Deposit pursuant to SECTION 2.2 shall (i) be delivered to Escrow Agent, (ii) be payable to Seller as beneficiary, (iii) have an expiration date not earlier than June 15, 2001, (iv) be in a face amount of the Property or Deposit, (v) be drawable by Seller upon presentation to the subject matter issuer of a writing signed by a duly authorized officer of Seller stating either that (y) the beneficiary is entitled to receipt of the Deposit pursuant to the terms of this Agreement unless requested or (z) the Letter of Credit will expire within thirty (30) days of the date on which the drawing is made and no replacement Letter of Credit has been delivered to do so Escrow Agent, and (vi) shall constitute an irrevocable obligation by Purchaser or the issuer to make payment to Seller and is indemnified in the full amount outstanding under such Letter of Credit upon receipt of a writing described in CLAUSE (v). If Seller draws upon the Letter of Credit in the circumstances described in CLAUSE (z), Seller shall be obligated to its satisfaction against deliver the cost and expense proceeds thereof to Escrow Agent, who, promptly upon receipt, will hold the same as if the Deposit were made in cash pursuant to the terms of such defense. this Agreement. (e) Escrow Agent shall not be required has executed this Agreement in the place indicated on the signature pages hereof in order to institute legal proceedings confirm that Escrow Agent has received the Letter of any kind Credit and shall have no responsibility hold the Letter of Credit until the Closing or demand is made upon Escrow Agent for the genuineness or validity Letter of any document or other item deposited with it or the collectibility of any check delivered in connection with Credit pursuant to this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesSECTION 24.

Escrow. A. Capitalized terms used herein shall have the same meaning ascribed to them in the Acquisition Agreements unless otherwise defined herein. B. Escrow Agent shall hold the total sum of $750,000.00 (hereinafter referred to as the “Escrow Fund”), out of the Closing Proceeds which would otherwise be due and payable to Seller arising from the sale of the various assets contemplated under the Acquisition Agreements, which total sum shall be disbursed to the Escrow Agent from the Closing Proceeds from each sale in such manner as the Seller shall determine. C. The Seller agrees to and shall defend, indemnify and hold harmless Buyer under the Acquisition Agreements and its managers, members, employees, agents, and representatives (collectively, the “Asset Buyer Indemnified Parties”) harmless from and against any and all losses, damages, actions, lawsuits, demands, proceedings, judgments, deficiencies, costs, expenses (including without limitation, reasonable attorneys’ fees and expenses), and governmental actions of every kind, nature or description (collectively, “Losses”) which arise out of or relate to any of the following: (a) any breach of any representation, warranty or covenant made by the Seller in the Acquisition Agreements; (b) any failure by the Seller to perform, comply with or observe any one of more of its covenants, agreement or obligations contained in the Acquisition Agreements and (c) all debts, costs, invoices, liabilities and expenses, except for the Assumed Liabilities (as defined in the Acquisition Agreements), if incurred prior to Closing. If there is any indemnification claim hereunder, Buyer shall promptly cause written notice of the claim to be delivered to the Seller and Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s written notice whether it will pay, bond or diligently defend such claim at their sole cost and expense with legal counsel selected by Seller or, if it objects to the claim as not being covered under the indemnification clauses contained in the Acquisition Agreements, then in that event Seller shall, within five (5) business days of its receipt of such written notice from Buyer advise Buyer and Escrow Agent will hold that it disputes the ▇▇▇▇▇▇▇ Money Deposit in escrow in claim. If the Parties cannot agree if the claim is an interest-bearing account indemnified claim, the Parties agree that within twenty (20) days of Seller’s denial of the type generally used by Escrow Agent for claim to submit the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable issue to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaserbinding arbitration. In the event the Closing occursclaim is such that its failure to be immediately resolved is detrimental to the Buyer’s ongoing Businesses then, in that event, Buyer may, bond, settle or compromise the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount claim out of the ▇▇▇▇▇▇▇ Money Deposit, with Escrow Fund subject to a final determination by the interestarbitrator. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of Notwithstanding a possible dispute between the parties with respect Parties as aforesaid, in the event Seller is not diligently pursuing the payment, settlement or defense of the claim to the ▇▇▇▇▇▇▇ Money Deposit detriment of the Buyer, the Buyer and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent its counsel shall have the right to consult participate in the defense of any such claim and/or compromise or settle the claim and all such expense shall be paid out of the Escrow Fund. Similarly, if notice is given and the Seller fails to promptly (for purposes herein, “promptly” shall be deemed to be within 20 calendar days of the service of any notice upon Buyer or Seller) assume or assert the defense of the claim in good faith, the claim may be defended, comprised or settled by Buyer without the Seller’s consent and any expense incurred in defending the claim or any compromise or settlement made shall be paid out of the Escrow Fund up to the amount of the Escrow Fund then in the possession of the Escrow Agent. It is understood and agreed that the Seller’s obligations under the Escrow Agreement as to any expenses, costs or otherwise and in connection with separate counsel any indemnification claim shall be limited to the amount of its own choosing the Escrow Fund. Notwithstanding any provision of this Section 1 (C) to the contrary: (a) the Buyer may retain control over the defense (at the cost of the Seller) of any claim hereunder if it deems such consultation advisable) and shall not be liable claim is for any action taken, suffered injunctive or omitted by it in accordance other equitable relief with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defensedefense being paid out of the Escrow Fund. Escrow Agent shall Seller cannot be required to institute legal proceedings settle a matter other than for dollar damages without the consent of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this AgreementBuyer. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.Original Oyster House II

Escrow. At the Effective Time, ten percent (a10%) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end sum of the Evaluation PeriodMerger Shares and Stock Options (collectively, the ▇▇▇▇▇▇▇ Money "Escrow Deposit") shall be delivered to the Escrow Agent, to be held for a period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit held and all interest accrued thereon will be returned disbursed by the Escrow Agent in accordance with an Escrow Agreement in the form attached hereto as Exhibit C. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of the Escrow Deposit shall be deemed to Purchaser. In the event be the Closing occursMarket Price (less the exercise price therefore with respect to the Stock Options). Except with respect to claims based on fraud committed by the Company or the Equityholders, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall which are not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided thatlimited, if the Closing occurs, Parent agrees that Parent's sole and exclusive remedy and recourse against the ▇▇▇▇▇▇▇ Money Deposit Equityholders under this Agreement for Losses attributable to any inaccuracy or breach of any representation or warranty of the Company or the Equityholders which is contained in this Agreement or the Letter of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto other than Losses arising under Section 13.5 and interest thereon will be applied as from breaches of the representations and warranties set forth above on the Closing Date. Purchaser represents that its tax identification numberin Sections 3.4, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, 3.9 and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon 3.11 (the "ESCROWED FUNDSCovered Representations") shall be against the Escrow Deposit held in escrow pursuant to the Escrow Agreement. Notwithstanding anything herein to the contrary, except as provided under Section 13.5 and in the next sentences, (i) the Equityholders shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses to the Parent and the Company exceed $25,000 (the "Basket"), Escrow Agent at which point the Equityholders shall not be bound to release liable for the full amount of all Losses, and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with maximum aggregate liability of the clerk Equityholders hereunder shall not exceed the value (determined by reference to the Closing Market Price) of the Escrow Deposit (the "Maximum Indemnification"). With respect to indemnification claims arising under Section 12.1(i) from any inaccuracy in or breach of any court of competent jurisdiction. Upon such depositCovered Representations, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing or for Sections 12.1(ii), (if it deems such consultation advisableiii) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (civ) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against Article XII, neither the cost and expense of such defense. Escrow Agent Basket nor the Maximum Indemnification limitation shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesapply.

Escrow. (a) 12.1. The parties hereto have mutually requested that the Escrow Agent will hold act as escrow agent for the purpose of holding the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderthe terms of this Agreement. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the The ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against held by the Purchase Price at Escrow Agent until the earlier of (y) the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall , or (z) such time as Seller or Purchaser may be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In in accordance with this Agreement, at which time the event this Agreement is terminated prior to the expiration of the Evaluation Period, Escrow Agent shall remit the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will to the party entitled thereto in accordance with this Agreement. 12.2. The ▇▇▇▇▇▇▇ Money shall be returned deposited by the Escrow Agent in an interest bearing account with First-Citizens Bank and Trust Company of South Carolina. 12.3. The ▇▇▇▇▇▇▇ Money shall be released or delivered to Purchaser. In the event party entitled thereto pursuant to this Agreement with reasonable promptness after the Closing occurs, Escrow Agent shall have received notice: (a) from Seller and Purchaser authorizing release of the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against Money; or (b) from Seller authorizing the Purchase Price in the amount return of the ▇▇▇▇▇▇▇ Money Depositto Purchaser; or (c) of the occurrence of either of the following events: (i) the Closing, with the interest. In all instances, Escrow Agent shall not release at which time the ▇▇▇▇▇▇▇ Money Deposit shall be paid to either party until Seller and applied to the Purchase Price; or (ii) the receipt by the Escrow Agent has been requested by of a written notice from either Seller or Purchaser stating that an event has occurred under this Agreement entitling the party delivering such notice to release the ▇▇▇▇▇▇▇ Money, whereupon the Escrow Agent shall deliver written notice (the "Default Notice") thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Escrow Agent within ten (10) days following receipt by such other party of the Default Notice, the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money Deposit and has given to the other party five (5) Business Days to dispute, or consent to, the release of initially requesting the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Money. (b) 12.4. It is agreed that the duties of the Escrow Agent are only such as are herein specifically provided, being purely ministerial in nature, and that the Escrow Agent shall not be liable to any party for any act or omission, incur no liability whatsoever except for bad faith, gross its willful misconduct or negligence or willful misconduct, and so long as the parties agree to indemnify Escrow Agent and hold has acted in good faith. The Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item time deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent Agent, and shall be fully protected in acting in accordance with any written instructions given to it the Escrow Agent hereunder and believed by it the Escrow Agent to have been signed by the proper parties. 12.5. Upon the satisfaction of the mutual obligations of the parties hereunder, the Title Company shall record all appropriate instruments delivered to it at the Closing. 12.6. The Title Company hereby agrees to serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Code). This Agreement shall constitute a designation agreement, the name and address of the transferor and transferee of the transaction contemplated hereby as well as the name and address of the Escrow Agent appear in Section 13.1 hereof, and Seller, Purchaser and the Escrow Agent agree to retain a copy of this Agreement for a period for four (4) years following the end of the calendar year in which the Closing occurs. The provisions of this Section shall survive the Closing. 12.7. The Escrow Agent, by its execution of this Agreement, acknowledges receipt of the ▇▇▇▇▇▇▇ Money. 12.8. The Escrow Agent's fees with respect to this transaction (other than its premium for issuing the Title Policy) shall not exceed $200.

Escrow. a. The ground lease of the Site shall take place through the Escrow with the Escrow Agent. The opening of the Escrow (athe “Opening of Escrow”) shall be deemed to be the date that a fully executed copy of this Agreement is delivered to the Escrow Agent, which shall occur not later than five (5) days after receipt by Developer of a preliminary reservation letter from TCAC for 9% Tax Credits. Developer shall have the obligation to deliver this Agreement to Escrow Agent, and Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit is instructed to notify City and Developer in escrow in an interest-bearing account writing of the type generally used date of the Opening of Escrow. b. This Agreement, once deposited in Escrow, shall constitute the joint escrow instructions of City and Developer to Escrow Agent. Additionally, if Escrow Agent so requires, City and Developer agree to execute the form of escrow instructions that Escrow Agent customarily requires in real property escrows administered by it. In the event of any conflict or inconsistency between Escrow Agent’s standard instructions and the provisions of this Agreement, the provisions of this Agreement shall supersede and be controlling. c. Escrow shall close on the Closing Date, which shall be the date that is two (2) business days after each of the Closing Conditions set forth below has been satisfied or waived by the benefited Party or Parties; provided that, subject to extensions of time attributable to Force Majeure, Escrow shall close on or before the Outside Closing Date. If any Party reasonably determines that a Closing Condition for its benefit will not or cannot be satisfied prior to the Outside Closing Date, the Parties shall meet and confer in a good faith effort to determine whether such Closing Condition will be waived or modified, provided that each Party reserves the right to insist upon the full and timely satisfaction of all of the Closing Conditions for its benefit in its sole and absolute discretion. If such meet and confer process is unsuccessful in resolving the matter, any Party not then in Default may terminate this Agreement by delivery of written notice to the other Party or Parties and all funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Agent to the depositing Party; provided, however, that if Escrow is so terminated, the Parties shall bear their own costs for the holding of escrow funds until the earlier of (i) the ClosingEscrow, or (ii) the and termination of this Agreement shall be the sole and exclusive remedy at law or in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement equity by the end Parties. d. Developer shall be solely responsible for all costs and expenses related to the Survey (as defined below), the costs of extended title insurance coverage, any marginal cost to obtain title insurance coverage in excess of the Evaluation Periodvalue of Developer’s leasehold estate in the Site, any title insurance endorsements (other than those obtained by City to “insure- over” a title exception), and fifty percent (50%) of the Escrow fees. City shall be responsible for the other fifty percent (50%) of the Escrow Fees, documentary transfer taxes, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration costs of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price standard leasehold owner’s policy of title insurance in the amount of the ▇▇▇▇▇▇▇ Money Depositvalue of Developer’s leasehold estate, with and any endorsements obtained by City to “insure-over” title exceptions. Escrow Agent is authorized on the interestClose of Escrow to pay and charge the Developer for any fees, charges, and costs payable under this paragraph as set forth on the settlement statements approved by the Parties. In all instancesBefore such payments are made, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit notify City and has given the other party five (5) Business Days to dispute, or consent to, the release Developer of the ▇▇▇▇▇▇▇ Money Depositfees, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconductcharges, and costs necessary to close under the parties agree Escrow, by delivering draft settlement statements to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder the Parties for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselapproval. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event that prior to the expiration of the Evaluation Period, Purchaser has not terminated elects to waive its right to allow this Agreement by to automatically terminate at the end of the Evaluation PeriodPeriod as set forth in Section 5.3(c), the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to PurchaserPurchaser except in certain limited circumstances expressly set forth elsewhere in this Agreement, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to and be for the party entitled to benefit of Purchaser unless the ▇▇▇▇▇▇▇ Money DepositDeposit is paid to Seller as liquidated damages pursuant to this Agreement. In the event this Agreement is terminated prior allowed by Purchaser to automatically terminate at the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser, without Seller having any right to dispute such return. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against all of the Purchase Price in the amount of interest earned on the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful breach or misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all other claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDSEscrowed Funds"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility collectability of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. a. The Deposit and the SAE Deposit (aas defined in Section 20(c)) shall be held in escrow by Escrow Agent, upon the following terms and conditions: i. Escrow Agent will hold shall deposit the ▇▇▇▇▇▇▇ Money Deposit and the SAE Deposit in escrow in an separate interest-bearing account accounts or invest the Deposit and the SAE Deposit in money market or monetary funds; ii. Escrow Agent shall deliver to Seller the Deposit (together with all interest thereon, if any) at and upon the Closing; iii. Escrow Agent shall release portions of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, SAE Deposit from time-to-time prior to Closing or (ii) the termination of this Agreement upon request of Seller in accordance with the terms of this Agreement and shall deliver to Purchaser (or as directed by Purchaser) the balance of the SAE Deposit, if any right hereunder(together with all interest earned thereon, if any) at and upon Closing; iv. In If this Agreement is terminated in accordance with the event Purchaser has terms hereof, or if the Closing does not terminated take place under this Agreement by the end reason of the Evaluation Periodfailure of either party to comply with such party’s obligations hereunder, Escrow Agent shall pay the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable (together with all interest thereon, if any) to Seller and/or Purchaser, but as the case may be, in accordance with the provisions of this Agreement and the Escrow Agent shall be credited against pay the Purchase Price at remaining balance of the Closing. All SAE Deposit, if any (together with all interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid thereon, if any) to the party entitled to receive the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement . b. It is terminated prior to the expiration agreed that: i. The duties of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In are only as herein specifically provided, and, except for the event the Closing occursprovisions of Section 19(c) hereof, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Sellerare purely ministerial in nature, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller incur no liability whatever except for its own willful misconduct or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Dategross negligence; ii. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to any party for any act pay the Deposit or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenienceSAE Deposit; iii. In the event performance of its duties hereunder, Escrow Agent receives written shall be entitled to rely upon any document, instrument or signature believed by it in good faith to be genuine and signed by either of the other parties hereto or their successors; iv. Escrow Agent may assume, so long as it is acting in good faith, that any person purporting to give any notice of a dispute between instructions in accordance with the parties with respect provisions hereof has been duly authorized to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), do so; v. Escrow Agent shall not be bound to release by any modification, cancellation or rescission of this Agreement unless in writing and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by Escrow Agent, Seller and Purchaser; vi. Except as otherwise provided in Section 19(c) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all parties hereto loss, liability, costs or expenses in connection herewith, including reasonable attorneys’ fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or 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; vii. Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and viii. Escrow Agent may resign upon ten (ii10) deposit the Escrowed Funds with the clerk of any days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such ten (10) day period, Escrow Agent may petition a court of competent jurisdiction. Upon such deposit, jurisdiction to name a successor. c. Escrow Agent will be released from all duties is acting as a stakeholder only with respect to the Deposit and responsibilities hereunderSAE Deposit. Escrow Agent shall have Agent, except in the right to consult with separate counsel event of its own choosing (if it deems such consultation advisable) and the Closing, shall not deliver the Deposit or the SAE Deposit (or any portion thereof) except on seven (7) days’ prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or the SAE Deposit or as to whom the Deposit or SAE Deposit is to be liable for any action takendelivered, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend make any legal proceeding which delivery, but in such event Escrow Agent may be instituted against it hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with respect to all interest thereon, if any) and the Escrowed Fundsbalance or any portion of the SAE Deposit, if any, (together with all interest thereon, if any), or in the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense absence of such defenseauthorization, Escrow Agent may hold the Deposit (together with all interest thereon, if any) and the balance of the SAE Deposit, if any, (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not be required to, bring an appropriate action or proceeding for leave to institute legal proceedings deposit the Deposit (together with all interest thereon, if any) and the balance of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited SAE Deposit, if any, (together with it or the collectibility of any check delivered all interest thereon, if any), in connection with this Agreementcourt pending such determination. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder reimbursed for all costs and believed by it to have been signed expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the proper partiesparty determined not to be entitled to the Deposit or the SAE Deposit, or if the Deposit or SAE Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, as the case may be, in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with interest thereon, if any) and the balance of the SAE Deposit, if any, (together with all interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further obligation or liability hereunder. d. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit and SAE Deposit and will hold the Deposit and SAE Deposit, in escrow, pursuant to the provisions of this Agreement.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit Amount shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned held by the Escrow Agent to Purchaserin the Escrow Account until paid in accordance with Section ‎2.5 and this Section 9 and the Escrow Agreement. In From and after the event the Closing occursClosing, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon Escrow Amount will be released available to Sellercompensate the Buyer Indemnified Parties for Losses in accordance with this Section 9 and the Escrow Agreement. The Escrow Agreement shall provide that following the Escrow Termination Date, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release pay to the ▇▇▇▇▇▇▇ Money Deposit to either party until Sellers, in accordance with the Allocation Schedule, the remainder of the Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party Funds no later than five (5) Business Days after the expiration of the Escrow Termination Date, other than such portion of the Escrow Funds that is subject to disputepending but unresolved or unsatisfied Liability Claims specified in any Claim Notice (the “Retained Amounts”). The Escrow Agreement shall provide that any Retained Amounts shall be released to the Sellers, or consent toin accordance with the Allocation Schedule, no later than five (5) Business Days after the date of final resolution and payment of the outstanding claim for indemnification. In the event of a conflict between the Escrow Agreement and this Agreement, the release terms of this Agreement shall govern. The fees, costs and expenses of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if Escrow Agent shall be paid 50% by the Closing occurs, Buyer and 50% by the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Sellers. (b) Any portion of the Escrow Funds disbursed by the Escrow Agent shall not be liable to any party compensate the Buyer Indemnified Parties for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it Losses in accordance with the advice of such counsel. (c) Escrow Agent shall not Section 9 or to be required to defend any legal proceeding which may be instituted against it with respect paid to the Escrowed Funds, Sellers following the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting Termination Date in accordance with Section 9.9(a) shall be made in a ratio of Parent Stock to cash equal to the ratio of the Escrow Stock Amount to the Escrow Cash Amount deposited with the Escrow Agent at Closing. For purposes of determining the value of any written instructions given distributions made pursuant to it hereunder and believed by it to have been signed by this Section 9.9(b), shares of the proper partiesParent Stock will be valued on the basis of the Closing Stock Value.

Escrow. 15.1. The Escrow Agent shall hold and disburse the Deposit as provided in this Agreement. 15.2. If the Closing takes place, the Escrow Agent shall deliver the Downpayment to, or upon the instructions of, Seller at the Closing, unless Purchaser shall wire to Escrow Agent on or prior to the Closing Date the full amount of the Purchase Price, in which event, upon Closing, the Downpayment shall be returned to Purchaser. 15.3. If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party's obligations hereunder, then the Escrow Agent shall pay the Downpayment, as set forth in a written notice to Escrow Agent from Seller and/or Purchaser, provided however, that if such written notice has not been jointly executed by both Seller and Purchaser, then Escrow Agent shall not disburse any portion of the Downpayment until (a) Escrow Agent will hold shall have provided ten (10) days' prior notice to both Seller and Purchaser of Escrow Agent's intention to disburse the ▇▇▇▇▇▇▇ Money Deposit Downpayment in escrow accordance with the instructions set forth in an interest-bearing account the notice provided to Escrow Agent (which notice from Escrow Agent shall include a copy of the type generally used by notice provided to Escrow Agent for the holding of escrow funds until the earlier of Agent) and (b) neither Seller nor Purchaser shall have objected to such disbursement during such ten (10) day period. 15.4. It is agreed that; (i) the Closingduties of the Escrow Agent are only as herein specifically provided and are purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith; (ii) in the termination performance of this Agreement its duties hereunder, the Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either or both of the parties or their successors; (iii) the Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent provisions hereof has been requested by Seller or Purchaser duly authorized to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.do so; (biv) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release by any modification, cancellation or rescission of this Agreement unless in writing and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or it, Seller and Purchaser; (iiv) deposit Seller and Purchaser shall jointly and severally reimburse and indemnify the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of the Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and responsibilities hereunder. obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vi) Seller and Purchaser each hereby release the Escrow Agent shall have from any act done or omitted to be done by the right to consult with separate counsel Escrow Agent in good faith without gross negligence or willful misconduct in the performance of its own choosing duties hereunder; and (vii) if it deems such consultation advisable) requested by the Escrow Agent, Seller and Purchaser shall each execute Escrow Agent's standard form or escrow agreement provided that the terms thereof shall not be liable for any action taken, suffered or omitted by it in accordance substantively inconsistent with the advice of such counselterms set forth in this Section 15. (c) 15.5. The Escrow Agent is acting as a stake-holder only with respect to the Downpayment. If there is any dispute as to whether the Escrow Agent is obligated to deliver all or any portion of the Downpayment or as to whom the proceeds of the Downpayment are to be delivered, the Escrow Agent shall not be required to defend make any legal proceeding which may be instituted against it with respect to delivery, but in such event the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall hold the Downpayment until receipt by the Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Downpayment, or, in the absence of such authorization, the Escrow Agent shall hold the Downpayment, until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not be given, or proceedings for such determination have not begun within ninety (90) days after the date the Escrow Agent receives written notice of such dispute, and thereafter diligently continued, the Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to institute legal proceedings of any kind and shall have no responsibility for deposit the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered Downpayment in connection with this Agreementcourt, pending such determination. The Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder reimbursed for all costs and believed by it to have been signed expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the proper partiesparty determined not to be entitled to the Downpayment, or if the Downpayment is split between the parties hereto, such costs of the Escrow Agent shall be split, PRO RATA, between Seller and Purchaser, based upon the amount of Downpayment received by each. Upon making delivery of the Downpayment, in the manner provided in this Agreement, the Escrow Agent shall have no further liability hereunder. 15.6. The Escrow Agent has executed this Agreement contract solely to confirm (i) receipt of the Deposit and (ii) that the Escrow Agent, upon receipt thereof, will hold the Downpayment in escrow, pursuant to the provisions of this Agreement.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) At the Closing, or pursuant to an Escrow Agreement, substantially in the form attached hereto as Exhibit A (iithe "Escrow Agreement"), the parties shall establish an escrow (the "Escrow Fund") the termination comprised of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end 62,500 of the Evaluation Period, Consideration Shares (the ▇▇▇▇▇▇▇ Money Deposit "Escrow Shares"). The Escrow Shares shall be non-refundable to Purchaser, but shall be credited against maintained in escrow for the Purchase Price at purposes of satisfying any claims by Buyer for indemnification under Article 10 and the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Escrow Agreement is terminated prior to until the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event one year from the Closing occurs, Date (the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, "Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Period"). (b) Upon expiration of the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconductPeriod, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect subject to the ▇▇▇▇▇▇▇ Money Deposit terms of Section 3.3(c) herein, Article 10 herein and the interest earned thereon Escrow Agreement, the escrow agent under the Escrow Agreement (the "ESCROWED FUNDSEscrow Agent"), ) shall deliver or cause to be delivered to Seller a certificate representing the number of shares of Buyer's Common Stock comprising the Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselShares. (c) If upon expiration of the Escrow Period, Buyer shall have asserted a claim for indemnity in accordance with the Escrow Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall not retain in escrow, and withhold from delivery to Seller the value of the asserted amount of the claim until such matter is finally resolved. If it is finally determined that Buyer is entitled to recover on account of such claim, the Escrow Agent shall deliver or cause to be required delivered to defend any legal proceeding which may be instituted against it Buyer Escrow Shares in the amount due and payable with respect to such claim. The remainder of the Escrowed FundsEscrow Shares, if any, following such delivery to Buyer in accordance with this Section 3.3(c) and the Property or the subject matter Escrow Agreement, shall be delivered to Seller pursuant to this Agreement. For purposes of this Agreement unless requested Section 3.3(c), a claim will be deemed to do so by Purchaser or Seller have been finally resolved only as provided in the Escrow Agreement. (d) The right to receive the Escrow Shares upon expiration of the Escrow Period is an integral part of the Purchase Price, and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required transferable or assignable by, but shall inure to institute legal proceedings the benefit of any kind and shall have no responsibility for the genuineness successors, representatives, or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesestate of, Seller.

Escrow. 3.5.1 The Consideration Shares and (awhere applicable) the Option Consideration Shares shall be held in escrow pursuant to the terms of the Escrow Agreement. 3.5.2 The Consideration Shares bearing the Restrictive Legend and (where applicable) the Option Consideration Shares bearing the Restrictive Legend shall be initially registered in the name of the Escrow Agent will hold and the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account Escrow Agent shall indicate on its books that the Seller Nominee is the beneficial owner of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of Consideration Shares and (iwhere applicable) the Closing, or (ii) Option Consideration Shares. 3.5.3 During the termination of this Agreement in accordance with any right hereunder. In Escrow Period but after the event Purchaser has not terminated this Agreement by the end expiry of the Evaluation Lock-up Period, the ▇▇▇▇▇▇▇ Money Deposit Seller and/or Seller Nominee (as applicable) shall be non-refundable entitled to, in one or more transactions, sell or otherwise transfer the Consideration Shares and (where applicable) the Option Consideration Shares for cash to Purchaser, but unaffiliated third parties provided that any such sale or transfer referenced in this Clause shall be credited against the Purchase Price a bona fide transaction conducted at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration arm’s length, in good faith and at fair market value; provided further that any proceeds arising out of the Evaluation Period, sale or transfer of the ▇▇▇▇▇▇▇ Money Deposit Consideration Shares and/or (where applicable) the Option Consideration Shares are promptly deposited and all interest accrued thereon will be returned retained in the Escrow Account; provided further that the Buyer Guarantor shall upon request by the Seller and/or Seller Nominee (as applicable) instruct the Escrow Agent to Purchaser. In release the event relevant shares in connection with a sale or transfer of shares following the Closing occursLock-Up Period consistent with Clause 11.1.2. 3.5.4 The Seller and/or the Seller Nominee (as applicable) shall promptly upon the completion of a sale or transfer of Consideration Shares and/or (where applicable) Option Consideration Shares during the Escrow Period provide the Buyer with written notice of such transfer along with such reasonable evidence as the Seller, the ▇▇▇▇▇▇▇ Money Deposit Seller Nominee and all interest accrued thereon will be released the Escrow Agent are able to Seller, and Purchaser shall receive a credit against provide to evidence the Purchase Price in the amount payment of the ▇▇▇▇▇▇▇ Money Deposit, with cash proceeds of such transfer into the interestEscrow Account. 3.5.5 Any cash dividends or other distributions on the Consideration Shares and (where applicable) the Option Consideration Shares shall be transferred to the separate cash Escrow Account. In all instances, Any stock dividends or other distributions on the Consideration Shares and (where applicable) the Option Consideration Shares shall be transferred to the Escrow Agent Account. 3.5.6 The Escrow Account shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release be pledged in favour of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if Buyer Guarantor as of the Signing Date until immediately after Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting The Buyer Guarantor shall instruct the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting Escrow Agent to release the interest earnings, is ▇▇-▇▇▇▇▇▇▇pledges on the Escrow Account immediately following Closing on the Closing Date. (b) 3.5.7 Immediately after Closing on the Closing Date any monies held by the Escrow Agent in the Escrow Account shall not be liable irrevocably released to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, the Seller Nominee and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claimsBuyer Guarantor shall, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In with the event Escrow Agent receives written notice cooperation of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit Seller and the interest earned thereon Seller Nominee and the Escrow Agent, cause the Buyer Guarantor Shares in the Escrow Account to be registered directly in the Seller Nominee’s name on the Buyer Guarantor’s share register maintained by the Buyer Guarantor’s transfer agent, Computershare Trust Company N.A. or such other duly appointed transfer agent from time to time (the "ESCROWED FUNDS")Transfer Agent) and to bear the Restrictive Legend and the Buyer Guarantor will instruct the Transfer Agent to place a stop order on such Buyer Guarantor Shares, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent which will be released from all duties and responsibilities hereunder. Escrow Agent shall have represented in electronic book-entry format, provided that the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which Restrictive Legend may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered removed as set forth in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesClause 11.1.2.

Escrow. Sellers agree that the sum of One Million Dollars ($1,000,000.00) (the “Escrow Funds”) from the Purchase Price due to Sellers at Closing shall be set aside and deposited into an escrow pursuant to the terms of the Escrow Agreement attached hereto as Exhibit B (the “Escrow Agreement”), which shall be executed by the Parties and Escrow Agent on the Closing Date. All of Buyer’s claims for Liabilities arising under this Agreement (including, but not limited to, Sellers’ breach of representations, warranties or covenants contained herein) shall be made against the Escrow Funds under the terms of the Escrow Agreement. The Escrow Agreement shall be for a term of eighteen (18) months following the Closing Date. On the date that is nine (9) months after the Closing Date (the “First Release Date”), one-half (1/2) of the Escrow Funds shall be released to Sellers, less (a) the amount of any disbursements made to Buyer in accordance with the Escrow Agent will hold Agreement and (b) any outstanding unresolved claims that were made by Buyer against Sellers pursuant to this Agreement prior to the First Release Date; provided, however, (i) no such release shall cause the Escrow Funds on deposit with escrow to be less than Five Hundred Thousand Dollars ($500,000.00), and (ii) if the Escrow Funds on deposit with escrow as of the First Release Date 10 The Wellington, Salt Lake City, Utah ▇▇▇▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇, ▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇ ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇, ▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodThe Charleston Cedar Hills, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Utah are less than Five Hundred Thousand Dollars ($500,000.00), then no Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will Funds shall be released to SellerSellers on the First Release Date. On the date that is eighteen (18) months after the Closing Date (the “Second Release Date”), and Purchaser the balance of the Escrow Funds then on deposit with escrow shall receive a credit against the Purchase Price in be released to Sellers, less the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit outstanding unresolved claims made by Buyer against Sellers pursuant to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above this Agreement on the Closing Second Release Date. Purchaser represents that its tax identification number, for purposes of reporting which amounts shall be retained by the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not escrow to be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, held and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted invested by it under the terms of Escrow Agreement until such claims are finally resolved and then disbursed in accordance with the advice terms of such counselthe Escrow Agreement. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Prior to or simultaneously with the Effective Time, AIT and Parent shall enter into an escrow agreement with JPMorgan Chase Bank, NA (the “Escrow Agent”) substantially in the form of Exhibit A hereto (the “Escrow Agreement”). At the Effective Time, Parent shall withhold from the Merger Consideration and deposit with the Escrow Agent will hold an amount in cash equal to the ▇▇▇▇▇▇▇ Money Deposit in escrow Escrow Cash Holdback plus the Closing Adjustment Holdback and one or more certificates representing the Escrow Stock Holdback (together, the “Escrow Fund”), to be held in an interest-bearing account (the “Escrow Account”) governed by the terms and conditions of this Agreement and the Escrow Agreement and managed by the Escrow Agent. (b) The Escrow Fund shall constitute security solely for (i) adjustments to the Merger Consideration pursuant to Section 2.09 and (ii) the indemnification obligations of AIT pursuant to Article 12, and shall be held in and distributed from the Escrow Account in accordance with the provisions of this Agreement and the Escrow Agreement. The Escrow Agreement shall provide that any amount of the type generally used by Closing Adjustment Holdback remaining in the Escrow Agent for the holding of escrow funds until the earlier of Account following either (i) the Closingpayment to Parent of the Final Closing Adjustment Payment pursuant to Section 2.09, or (ii) the termination of final determination pursuant to Section 2.09 that no such Final Closing Adjustment Payment is owed to Parent, shall be released to AIT subject to this Agreement and the Escrow Agreement. The Escrow Agreement shall also provide that any amount of the Escrow Holdback remaining in the Escrow Account, and not the subject of a claim duly and timely made in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation PeriodArticle 12 hereof, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement date that is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event fifteen (15) months following the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will shall be released to SellerAIT subject to this Agreement, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconductincluding Section 12.01 hereof, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselAgreement. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will is authorized and agrees by acceptance hereof to promptly deposit and to hold the Shares received by it in escrow and to disburse same subject to clearance thereof in accordance with the terms and conditions of this Agreement. Escrow Agent shall not disburse the Shares except in accordance with this Agreement or upon the prior written approval signed by Purchaser, Harr▇ ▇▇▇▇ ▇▇▇ Mitc▇▇▇▇ ▇▇▇▇▇, ▇▇ Money Deposit such other person they designate in escrow in an interest-bearing account writing. Failure of the type generally used clearance of funds shall not excuse performance by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderdepositor. In the event Purchaser has not terminated of doubt as to its duties or liabilities under the provisions of this Agreement, Escrow Agent may, in its sole discretion, continue to hold the monies or other items which are the subject of this escrow until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all of the monies or other items then held pursuant to this Agreement by with the end Clerk of the Evaluation PeriodCircuit Court of Dade County, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to PurchaserFlorida, but shall be credited against the Purchase Price at the Closing. All interest earned and upon notifying all parties concerned of such action, all liability on the ▇▇▇▇▇▇▇ Money Deposit part of Escrow Agent shall be paid fully terminate, except to the party entitled to the ▇▇▇▇▇▇▇ Money Depositextent of accounting for any monies or other items theretofore delivered out of escrow. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the any suit wherein Escrow Agent to Purchaser. In is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount subject matter of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instancesthis escrow, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit be entitled to either party until Escrow Agent has been requested by Seller or Purchaser recover reasonable attorneys= fees and costs incurred through all levels of proceedings, said fees and costs to release the ▇▇▇▇▇▇▇ Money Deposit be charged and has given the other party five (5) Business Days to dispute, or consent to, the release assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Dateprevailing party. Purchaser represents All parties agree that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for or person whomsoever from misdelivery to any act party of monies or omissionother items subject to this escrow, except for bad faithunless such misdelivery shall be due to willful breach of this Agreement, or gross negligence or willful misconduct, and on the parties agree to indemnify part of Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithAgent. The undersigned parties acknowledge that Escrow Agent has acted and is also acting solely herein as stakeholder for their mutual convenience. In counsel to JFD and Purchaser and the event Escrow Agent receives written notice of a dispute between the undersigned parties have no objection thereto, with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with , any written instructions given to it hereunder and believed by it to have been signed by the proper partiesdispute arising herefrom or any other matter.

Escrow. (a) The Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an a segregated, interest-bearing account of the type generally used by entitled “Commonwealth Land Title Insurance Company, as Escrow Agent for the holding of escrow funds Green Acres Mall, L.L.C. and Valley Stream Green Acres LLC,” until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event The Escrow Agent shall promptly notify Seller and Purchaser has not terminated this Agreement by the end of the Evaluation Periodaccount number for the account described in the preceding sentence. Except as otherwise set forth in this Agreement, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior pursuant to the expiration Purchaser’s express right of the Evaluation Periodtermination established in this Agreement, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be immediately returned by the Escrow Agent Agent, to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will shall be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, if either party makes a written or oral demand upon Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release for payment of the ▇▇▇▇▇▇▇ Money Deposit, provided thatEscrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the non-demanding party to the proposed payment within seven (7) calendar days after the giving of such notice, if Escrow Agent is authorized, instructed and directed to make such payment. If Escrow Agent does receive such written objection within such seven (7) calendar day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit Seller and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes or a final judgment of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes a court of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇competent jurisdiction. (b) The Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross the Escrow Agent’s negligence or willful misconductbreach of the terms of this Agreement, and the parties agree to indemnify the Escrow Agent and hold the Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that the Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event the Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and Deposit, the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds ▇▇▇▇▇▇▇ Money Deposit to either party but may either (i) continue to hold the Escrowed Funds until ▇▇▇▇▇▇▇ Money Deposit otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds ▇▇▇▇▇▇▇ Money Deposit with the clerk of any court of competent jurisdiction. Upon such deposit, the Escrow Agent will be released from all duties and responsibilities hereunder. The Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) The Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds▇▇▇▇▇▇▇ Money Deposit, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. The Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility collectability of any check delivered in connection with this Agreement. The Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) At the Closing, Buyer will deposit the Escrow Amount, without any act of the Company or the Shareholders, with U.S. Bank, National Association, as Escrow Agent, such deposit to constitute an escrow fund (iithe “Escrow Fund”) to be governed by the termination of this Agreement terms set forth herein. The Escrow Amount may be invested as jointly directed in accordance with any right hereunderwriting by Buyer and the Representative from time to time. In the event Purchaser has not terminated this Agreement by the end absence of the Evaluation Periodjoint written instructions, the ▇▇▇▇▇▇▇ Money Deposit Escrow Amount shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned invested by the Escrow Agent in a U.S. Bank Money Market Account, which is FDIC insured. Any interest, earnings and income that accrue upon the Escrow Amount during the period of time during which the Escrow Amount is held in the Escrow Fund shall be taxable as income to Purchaser. In the event Shareholders representing interest earned as a result of deferred receipt of a portion of the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to SellerPurchase Price, and Purchaser shall receive a credit against the Purchase Price in the amount be deemed to be part of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Fund. (b) Subject to the following requirements, the Escrow Fund shall remain in existence during the period following the Closing for one (1) year (the “Escrow Period”). Upon the expiration of the Escrow Period, and within two (2) business days thereafter, any and all amounts remaining in the Escrow Fund shall be released from the Escrow Fund to the Shareholders in accordance with Schedule 3.2 after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article IX and (ii) the retention of an amount equal to such portion of the remaining Escrow Fund which, subject to the objection of the Representative and the subsequent arbitration of the matter in a manner consistent with this Article IX, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 9.3(d)) delivered to the Representative prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of the Buyer and the Representative or the written decision of the arbitrators as described below), and within two (2) business days after delivery of the written agreement of the Buyer and the Representative or the written decision of the arbitrators evidencing such resolution to the Escrow Agent, the Escrow Agent shall deliver the remaining portion of the Escrow Fund not be liable required to satisfy any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect remaining claims to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it Shareholders in accordance with the advice of such counselSchedule 3.2. (c) Notwithstanding anything to the contrary contained herein, the extent of the aggregate indemnification liability of an Indemnifying Party for Damages under this Article IX shall never exceed the Escrow Amount; provided, however, that the Indemnifying Parties’ liability shall be without limit for Damages resulting from (i) any fraud, willful misrepresentation or willful misconduct of the Company or any Shareholder, (ii) breaches of the Surviving Representations, (iii) breaches of Section 8.3, (iv) Title Claims or (v) Securityholder Claims. (d) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall deliver to the Representative, with a copy to the Escrow Agent, a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (A) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages and (B) specifying in reasonable detail the individual items of Damages included or the basis for such anticipated liability. (e) The Representative shall have twenty (20) days following its receipt of a Damages Certificate to object to any claim or claims made in a Damages Certificate. In the event that the Representative has not objected within such twenty (20) day period to a Damages Certificate, then the Escrow Agent shall not remit to the Indemnified Party the amount set forth in such Damages Certificate and the Escrow Fund shall be required reduced by such amount. In the event that the Representative so objects within such twenty (20) day period, such objection must be in the form of a certificate signed by the Representative or its authorized member or manager and delivered to defend any legal proceeding the Indemnified Party, with a copy to the Escrow Agent (an “Objection Certificate”), which may be instituted against it certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (f) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Representative shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If such an agreement is reached as to all or any portion of the Escrowed FundsDamages that are subject to the Objection Certificate, then a memorandum setting forth such agreement shall be prepared and signed by both parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum. If no such agreement can be reached after good faith negotiation, either the Representative or the Indemnified Parties may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Representative and the Indemnified Parties. In the event that within 45 days after submission of any dispute to arbitrators the Representative and the Indemnified Parties cannot mutually agree on one arbitrator, the Property Representative and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of this Agreement unless requested the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to do so by Purchaser compel or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind limit discovery and shall have no responsibility for the genuineness authority to impose sanctions, including reasonable legal fees and costs, to the same extent as a court of competent law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any document or other item deposited with it or the collectibility of any check delivered claim objected to in connection with this Agreement. Escrow Agent such Objection Certificate shall be fully protected binding and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (g) Judgment upon any award rendered by the arbitrators may be entered in acting any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesSection 10.10.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) At the Closing, or the Buyer shall pay out of the Purchase Price $2,000,000 (iiTwo Million Dollars) (the termination of this Agreement “Escrow Funds”) to be held in an escrow account in accordance with the terms of the Escrow Agreement to be executed prior to Closing in the form of Exhibit B, $1,000,000 (One Million Dollars) of which Escrow Funds shall be available for the Buyer to satisfy claims under Section 10.1(a) and all of which shall be available to satisfy claims under Section 10.1(a)(iv), including to make any right hereunderpayment with respect to the UK Tax Liability, if any. In the event Purchaser that the UK Tax Proceeding is finally resolved, which resolution shall be in accordance with the procedures prescribed by Section 6.1, within one (1) year of the Closing Date, and the amount paid, if any, with respect thereto is less than $1,000,000 (One Million Dollars), the Buyer shall instruct the escrow agent to (i) pay any amounts owed in respect of the UK Tax Liability to the party to which it is due, (ii) deliver to the Company an amount equal to the excess of $1,000,000 (One Million Dollars) over the amount paid to finally settle and resolve the UK Tax Liability, if any, and (iii) deliver the remaining Escrow Funds, if any, within three (3) Business Days after the date that is one (1) year after the Closing Date (such one (1) year and three (3) Business Day period, as extended by this sentence, the “Initial Closing Escrow Period”), except that such period shall be increased, if at all, to the extent that the Buyer has not terminated this Agreement by become aware of the assertion of any claim or of the commencement of any Proceeding at law or in equity as to which it is entitled to indemnification hereunder and has notified the Company thereof in accordance with Article X prior to the end of the Evaluation Period, Closing Escrow Period until such time as all such claims have been finally resolved in accordance with the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against procedures set forth in the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money DepositEscrow Agreement. In the event this Agreement that the UK Tax Proceeding is terminated prior to not finally resolved within the expiration of the Evaluation Initial Closing Escrow Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will Escrow Funds shall continue to be returned held by the Escrow Agent to Purchaser. In escrow agent and be available for the event Buyer until such time as the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, UK Tax Proceeding is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it finally resolved in accordance with the advice of procedures prescribed in Section 6.1. Upon such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting resolution in accordance with the procedures prescribed in Section 6.1, and after payment of the Escrow Funds in satisfaction of the UK Tax Liability, if any, any written instructions given remaining Escrow Funds shall be distributed to it hereunder and believed by it the Company, subject to have been signed by the proper partiesterms of the Escrow Agreement.

Escrow. Buyer’s ▇▇▇▇▇▇▇ money deposit (a“▇▇▇▇▇▇▇ Money Deposit”) will be paid to the designated escrow/closing agent (“Escrow Agent”), and Escrow Agent will hold administer the deposit and conduct the closing of the sale of the Property (“Closing”).This is a cash sale which is not contingent upon any matter including, but not limited to, Buyer’s ability to obtain financing for this purchase. The balance of the Total Contract Price owed by Buyer for the Property does not include Buyer’s Closing costs, any costs associated with financing, any prepaid or prorated Closing charges, or taxes applicable to Buyer. Immediately upon the execution of this Sale Contract, Buyer will pay ten percent (10.00%) of the Total Contract Price for the Property as the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used to Escrow Agent to be held on deposit by Escrow Agent for in a designated bank escrow account, insured by Federal Deposit Insurance Corporation, and Escrow Agent will administer the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderthis Sale Contract. In the event Purchaser has not terminated this Agreement This escrow account will be non- interest bearing, unless otherwise required by the end law. The parties agree Escrow Agent will be relieved of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, all liability and held harmless by them so long as Escrow Agent holds the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by makes any disbursement from it in accordance with this Sale Contract and the Escrow Agreement previously executed by Escrow Agent to Purchaserwith Seller and Auctioneer. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of any controversy regarding the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall will not release be required to take any action, but may await the result of any proceeding, or at Escrow Agent’s discretion, interplead the ▇▇▇▇▇▇▇ Money Deposit to either party until into a court of competent jurisdiction for determination, and Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit will thereafter have no liability whatsoever on any basis and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties amount with respect regards to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"this Sale Contract. • Designated Escrow Agent: ▇▇▇▇ ▇▇▇▇▇▇▇▇ of ▇▇▇▇▇▇ County Title Co. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Email - ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) The Subscriber hereby appoints Fox Rothschild LLP as the "Escrow Agent" for purposes of this Agreement. The Subscriber shall deliver the Subscription Amount to Escrow Agent will hold the by check made payable to Fox Rothschild LLP or by wire transfer to Wachovia Bank, ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇, ▇▇ ▇▇▇▇▇, ABA #▇▇▇▇▇▇▇▇▇, Account: Fox Rothschild LLP Iolta Account, Account # 2100012910060, Swift Code: PNB PUS 33 (international wires only) to be held in a non-interest bearing escrow account (the "Escrow Account") until the Closing. The parties hereby agree that the Subscription Amount shall be released from the Escrow Account to the Company, less any applicable commissions and fees, simultaneously with (i) the acceptance by the Company of the Subscriber's subscription; and (ii) the release by the Company of the certificate representing the Shares. In the event that the Closing has not occurred within thirty (30) days of the Subscription Amount being deposited into escrow, then the Escrow Agent shall return the Subscription Amount from the Escrow Account to the Subscriber, without interest. (b) The Escrow Agent shall not be liable to for any party error of judgment or for any act done or omission, except for bad omitted by it in good faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless for anything it may in good faith do or refrain from any and all claims, damages, losses or expenses arising doing in connection herewith; nor for any negligence other than its gross negligence; nor shall the Escrow Agent be answerable for the default or misconduct of its agents, attorneys or employees, if they be selected with reasonable care; nor will any liability be incurred by the Escrow Agent, if, in the event of any dispute or question as to its duties or obligations hereunder, it acts in accordance with advice of its legal counsel, including, without limitation, its own reasoned, written legal opinion relative to the matter. The parties acknowledge that Escrow Agent is acting solely as stakeholder shall have no liability for their mutual convenience. the selection of the depository bank nor for any loss of funds in the event of the failure of the depository bank. (c) In the event that prior to the termination of the escrow, the Escrow Agent receives written notice or becomes aware of a dispute between the parties conflicting demands or claims with respect to the ▇▇▇▇▇▇▇ Money Deposit and escrowed funds or the interest earned thereon (rights of the "ESCROWED FUNDS")Company or the Subscriber, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of discontinue any or all further acts on its own choosing (if it deems part until such consultation advisable) and conflict is resolved to its satisfaction. In such event, the Escrow Agent shall not be liable for pay the escrowed funds to any action takenparty, suffered and, except as provided herein, shall not comply with any claims, demands or omitted by it in accordance instructions with respect to the advice escrowed funds from the Company or the Subscriber or any representative of such counsel. (c) the foregoing. The Escrow Agent shall not be required to defend or become liable in any legal proceeding which may be instituted against it with respect way to the Escrowed FundsCompany, to the Property Subscriber, or the subject matter of this Agreement unless requested any other person or entity for its failure or refusal to do so by Purchaser comply with such conflicting claims or Seller and is indemnified to its satisfaction against the cost and expense of such defensedemands. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. The Escrow Agent shall be fully protected in acting in accordance with any written instructions given entitled to it hereunder and believed by it refuse to act until: (i) such conflicting or adverse claims or demands shall have been signed finally determined by a court of competent jurisdiction; (ii) such conflicting or adverse claims or demands shall have been settled by agreement among all of the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent; and/or (iii) the Escrow Agent shall have received security or an indemnity satisfactory to the Escrow Agent sufficient to indemnify and save it harmless from and against any and all loss, liability or expense which it may incur by reason of its acting. (d) The Escrow Agent shall have the further right to commence or defend any action or proceeding for the determination of such conflict. The Company agrees to defend and indemnify, and to otherwise pay all costs, damages, judgments and expenses, including reasonable attorneys’ fees, suffered or incurred by the proper partiesEscrow Agent in connection with or arising out of the Escrow and this Agreement, including but without limiting the generality of the foregoing, a suit in inter-pleader brought by the Escrow Agent. In the event the Escrow Agent files a suit in inter-pleader and deposits the escrowed funds with the court in which such suit is filed, it shall thereupon be fully released and discharged by the Company and the Subscriber from all further obligations to perform any and all duties or obligations imposed upon it by this Agreement, but the Company shall not be discharged from its obligations to the Escrow Agent contained in this Agreement, which shall be deemed to survive any such deposit of funds. (e) Fox Rothschild LLP represents the Company, not the Subscriber. Fox Rothschild expects to be paid for its legal services out of the proceeds in escrow, which creates a conflict of interest. Purchasers acknowledge that the Escrow Agent does not represent the Subscriber and that the escrow agent’s duties are strictly limited to the provisions of this Agreement. The Subscriber and Company waive any conflict of interest, lack of independence or appearance of impropriety with respect to Fox Rothschild LLP’s service as Escrow Agent hereunder.

Escrow. The Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Company's transfer agent, as escrow agent (the "Escrow Agent"). Upon vesting of the Shares, the Escrow Agent will hold shall release or electronically transfer to the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of Employee, upon request, those Shares, which have vested (other than any withheld by the type generally used Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the holding of Shares being forfeited or withheld by the Company. The escrow funds until shall terminate upon the earlier earliest of (i) the Closingvesting and lapse of forfeiture of all Shares awarded under this Agreement, or (ii) the election by the Company to waive forfeiture on all of the unvested Shares, or (iii) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Employee, the Escrow Agent shall promptly deliver such Shares to the Employee and shall be discharged of this Agreement in accordance with any right all further obligations hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit The Escrow Agent shall be non-refundable to Purchaser, but obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be credited against the Purchase Price at the Closing. All interest earned protected in relying or refraining from acting on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned any instrument reasonably believed by the Escrow Agent to Purchaserbe genuine and to have been signed or presented by the proper party or parties. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, The Escrow Agent shall not release or the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and Company shall not be liable for any action taken, suffered act or omitted by it omission in accordance with good faith and in the advice exercise of such counsel. (c) Escrow Agent shall not be required to defend reasonable judgment. It is understood and agreed that should any legal proceeding which may be instituted against it dispute arise with respect to the Escrowed Fundsdelivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required is authorized to institute legal proceedings of any kind and retain such Shares in its possession without liability to anyone all until such dispute shall have no responsibility been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered Escrow Agent in connection with this Agreement. Escrow Agent the performance of its duties hereunder shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed borne by the proper partiesCompany. Any stock certificate issued to the Employee representing unvested Shares shall have affixed thereto a legend in substantially the following form: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the At Closing, the Buyer shall (in accordance with Section 2.1(d)(ii)(B)) deliver the Escrow Amounts to the Payments Administrator for payment of the same to the Escrow Agent, to be held in escrow pursuant to the Escrow Agreements and to be disbursed in accordance with the terms of this Agreement and the Escrow Agreements. The Escrow Accounts, together with any interest and earnings thereon, shall be held by the Escrow Agent and released by the Escrow Agent to the Surviving Corporation, the Payments Administrator or the Buyer, as applicable, in accordance with the terms of the Escrow Agreements. The Escrow Agent shall maintain the General Escrow Account and the Venezuela Escrow Account separately and shall not commingle any of the Escrow Funds in such accounts. (ii) The General Escrow Amount shall be held and disbursed in accordance with the termination terms of this Agreement in accordance with any right hereunder. In and the event Purchaser has not terminated this General Escrow Agreement by and shall be available to satisfy the end payment obligations of the Evaluation PeriodCompany Equityholders, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaserif any, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated under Section 2.6(b) and any Indemnification Claim made by a Buyer Indemnified Party prior to the expiration of the Evaluation General Escrow Period. (iii) The Venezuela Escrow Amount shall be held and disbursed in accordance with the terms of this Agreement and the Venezuela Escrow Agreement and shall be available to satisfy the adjustments, if any, under Section 2.6(c) and any Indemnification Claim pursuant to Section 9.1(c) made by a Buyer Indemnified Party prior to the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will expiration of the Venezuela Escrow Period. (iv) Any portion of the Escrow Funds disbursed pursuant to the Escrow Agreements for the benefit of the Company Equityholders shall be returned disbursed in accordance with this Section 2.1(e)(iv). A portion of such disbursed amount equal to the Pro Rata Share that is represented by each share of Company Stock converted pursuant to Sections 2.1(c)(i)(Y), 2.1(c)(ii)(Y) or 2.1(c)(iii) shall be paid by the Escrow Agent to Purchaserthe Payments Administrator pursuant to the terms of the Escrow Agreements for payment to the holder thereof. In A portion of such disbursed amount equal to the event Pro Rata Share that is represented by each Company Equity Award (less any portion of the Closing occursaggregate exercise price of any Company Option required to be subtracted from such Pro Rata Share pursuant to Section 2.5(a)) shall be paid by the Escrow Agent to the Surviving Corporation pursuant to the terms of the Escrow Agreements for payment to the holder thereof (which amount shall be paid by the Surviving Corporation to such holder with the first payroll payment after the Surviving Corporation’s receipt of such amount and shall be subject to any applicable withholding as provided in Section 2.8). A portion of such disbursed amount which constitutes Company Transaction Expenses shall be paid by the Escrow Agent to the Payments Administrator pursuant to the terms of the Escrow Agreements for payment to such Persons to whom such Company Transaction Expenses are owed. For the avoidance of doubt, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser Buyer shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of Closing Date Allocation Schedule) cause (A) the Surviving Corporation to use any funds distributed to the Surviving Corporation pursuant to this Section 2.1(e)(iv) and (B) the Payments Administrator to use any funds distributed to the Payments Administrator pursuant to this Section 2.1(e)(iv) to make the payments provided for in this Section 2.1(e)(iv), and such counselfunds shall not be used for any other purpose except as provided in this Agreement. (cv) Any funds held in the Escrow Agent Accounts shall not be required deemed to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement merger consideration unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility until released for the genuineness or validity benefit of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting Company Equityholders in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesSection 2.1(e)(iv).

Escrow. (a) The ▇▇▇▇▇▇▇ Money is deposited with Escrow Agent will hold with the understanding that Escrow Agent (i) is not a party to this Contract and does not assume or have any liability for performance or non-performance of any signatory, (ii) is not liable for any losses of escrow funds caused by the failure of any banking institution in which such funds have been deposited and (iii) shall deposit the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, with a financial institution or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable a financial instrument acceptable to Purchaser, but shall be credited against the Purchase Price at the ClosingBuyer. All interest earned accruing on the ▇▇▇▇▇▇▇ Money Deposit shall be paid for the benefit of Buyer and if the ▇▇▇▇▇▇▇ Money is returned to Buyer pursuant to the party provisions of this Contract, the interest thereon shall also be delivered to Buyer. Buyer and Seller hereby agree that in the event Buyer fails to timely purchase the Property as set forth in this Contract, Seller may make written demand on Escrow Agent, with a copy to Buyer, stating that Seller is entitled to the ▇▇▇▇▇▇▇ Money Depositpursuant to this Contract. In the event this Agreement is terminated prior Unless Buyer objects to the expiration such delivery of the Evaluation Period▇▇▇▇▇▇▇ Money to Seller within five (5) days, Escrow Agent is hereby irrevocably authorized and directed by Buyer and Seller to remit the ▇▇▇▇▇▇▇ Money to Seller without any duty or obligation to investigate the facts underlying Seller’s demand. Buyer and Seller hereby each indemnify, save harmless and agree to defend Escrow Agent from and against any claim, demand, costs or damages (including reasonable attorneys’ fees) incurred by Escrow Agent and arising from or with respect to Escrow Agent’s complying with such demand by Seller. At the Closing, the ▇▇▇▇▇▇▇ Money Deposit shall be delivered to Seller and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselSales Price. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. The Shares shall be deposited by the Employee in escrow either by electronic record or by stock certificate upon (aor as promptly as practicable following) the execution of this Agreement and shall be held in escrow by the Secretary of the Company, as escrow agent (the "Escrow Agent"). Upon vesting of the Shares, the Escrow Agent will hold shall release or electronically transfer to the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of Employee, upon request, those Shares, which have vested (other than any withheld by the type generally used Company pursuant to Section 10(b)). In the event Shares are forfeited pursuant to Section 4 or withheld by the Company pursuant to Section 10(b), the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of Forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the holding of Shares being forfeited or withheld by the Company. The escrow funds until shall terminate upon the earlier earliest of (i) the Closingvesting and lapse of forfeiture of all Shares awarded under this Agreement, or (ii) the election by the Company to waive forfeiture on all of the unvested Shares, or (iii) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Employee, the Escrow Agent shall promptly deliver such Shares to the Employee and shall be discharged of this Agreement in accordance with any right all further obligations hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit The Escrow Agent shall be non-refundable to Purchaser, but obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be credited against the Purchase Price at the Closing. All interest earned protected in relying or refraining from acting on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned any instrument reasonably believed by the Escrow Agent to Purchaserbe genuine and to have been signed or presented by the proper party or parties. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, The Escrow Agent shall not release or the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and Company shall not be liable for any action taken, suffered act or omitted by it omission in accordance with good faith and in the advice exercise of such counsel. (c) Escrow Agent shall not be required to defend reasonable judgment. It is understood and agreed that should any legal proceeding which may be instituted against it dispute arise with respect to the Escrowed Fundsdelivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required is authorized to institute legal proceedings of any kind and retain such Shares in its possession without liability to anyone all until such dispute shall have no responsibility been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered Escrow Agent in connection with this Agreement. Escrow Agent the performance of its duties hereunder shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed borne by the proper partiesCompany. Any stock certificate issued to the Employee representing unvested Shares shall have affixed thereto a legend in substantially the following form: "These shares of stock are subject to forfeiture provisions and restrictions on transfer set forth in an Award of Restricted Stock and Restricted Stock Agreement between the corporation and the owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of the corporation." If the Shares are issued electronically rather than by a stock certificate issued to the Employee, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation.

Escrow. (a) The Escrow Agent will Agent, receiving funds pursuant to this Agreement is authorized and agrees by acceptance thereof to promptly deposit and to hold the ▇▇▇▇▇▇▇ Money Deposit same in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement and to disburse same subject to clearance thereof in accordance with any right hereunderterms and conditions of this Agreement. Failure of clearance of funds shall not excuse performance by the Buyer. In the event Purchaser has not terminated of doubt as to its duties or liabilities under the provisions of this Agreement, the Escrow Agent may in his sole discretion, continue to hold the monies which are the subject of this escrow until the parties mutually agree to the disbursement thereof, or until a judgment or a court of competent jurisdiction shall determine the rights of the parties thereto, or may deposit all the monies then held pursuant to this Agreement by with the end Clerk of the Evaluation PeriodCircuit Court of the County having jurisdiction of the dispute, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaserand upon notifying all parties concerned of such action, but shall be credited against the Purchase Price at the Closing. All interest earned all liability on the ▇▇▇▇▇▇▇ Money Deposit part of the Escrow Agent shall be paid fully terminate, except to the party entitled to the ▇▇▇▇▇▇▇ Money Depositextent of accounting for any monies theretofore delivered out of escrow. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit any suit between Buyer and all interest accrued thereon will be returned by Seller wherein the Escrow Agent to Purchaser. In is made a party by virtue of acting as such escrow agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the Closing occurssubject matter of this escrow, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit be entitled to either party until Escrow Agent has been requested by Seller or Purchaser recover a reasonable attorney’s fee and costs incurred, said fees and costs to release the ▇▇▇▇▇▇▇ Money Deposit be charged and has given the other party five (5) Business Days to dispute, or consent to, the release assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if prevailing party. All parties agree that the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party or person whomsoever for any act misdelivery to Buyer or omissionSeller of monies subject to this escrow, except for bad faith, unless such misdelivery shall de due to willful breach of this Agreement or gross negligence or willful misconducton the part of the Escrow Agent. All parties acknowledge that the Escrow Agent has rendered and will continue to render legal services to Buyer in connection with the preparation of this Agreement, the consummation of the transaction to which it relates, the issuance of title insurance, and in the parties agree to indemnify Escrow Agent prosecution and hold Escrow Agent harmless from resolution of any and all claims, damages, losses or expenses arising disputes which may arise in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counseltherewith. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) As provided in the Buyer Note, Buyer shall deposit the Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow Amount to be held in an interest-bearing escrow account (the “Escrow Account”) held by Compass Bank (BBVA) N.A., as escrow agent (the “Escrow Agent”) on behalf of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement Buyer and Seller in accordance with the escrow agreement attached hereto as Exhibit C (the “Escrow Agreement”). The Escrow Amount shall serve as security for the Seller’s payment of any right hereunder. In claims for indemnification under Section 6.10 (the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit “Tax Claims”) and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇any Indemnified Litigation Claims under Section 10.1(d). (b) Subject to the terms and conditions of the Escrow Agreement, the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and release the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely Amount as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselspecified on Schedule 2.7. (c) Escrow Agent Buyer shall have the option, in its sole discretion, upon notice to Seller, to offset any or all of its Losses for Indemnified Litigation Claims and Tax Claims, and Indeterminate Loss Amounts, against the unpaid principal of, and all accrued and unpaid interest under, the Buyer Note and/or any Earnout Payment on a dollar for dollar basis, provided that any such setoff under the Buyer Note shall be made first against accrued and unpaid interest and then against principal. (d) If any Indemnified Litigation Claim or the Tax Claims are resolved or settled prior to the eighteen month anniversary of the Closing Date and the Buyer has been indemnified for all such Losses related to the resolved or settled matter or claim, or has offset the Buyer Note for all such Losses, Buyer shall not be required fund any additional payments under the Buyer Note into the Escrow Account related to defend any legal proceeding which may be instituted against it with respect such resolved or settled claim (as determined by reference to the Escrowed Fundsportion of each payment into the Escrow Account for such settled claim or matter bears to the total payments into the Escrow Account), but only to the Property or extent the subject matter balance in the Escrow Account would exceed the amount necessary for a full funding of this Agreement unless requested to do so by Purchaser or Seller the remaining matters and is indemnified to its satisfaction against the cost claims that have not been resolved and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind settled, and shall have no responsibility for instead make that payment directly to the genuineness or validity Seller pursuant to the terms of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesBuyer Note.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account All claims for Buyer Losses payable hereunder shall be satisfied first by release to Buyer of the type generally used Escrow Cash held in the Indemnity Escrow pursuant to the Escrow Agreement, and second by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end release to Buyer of the Evaluation Period, Escrow Shares held in the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid Indemnity Escrow pursuant to the party entitled to Escrow Agreement. Only after the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Indemnity Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by exhausted will Buyer have the right to pursue any other remedies against Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇permitted hereunder. (b) In accordance with the terms of the Escrow Agent Agreement, Buyer shall be entitled to receive reimbursement from the Escrow Cash and the Escrow Shares for Buyer's actual costs and expenses arising out of or resulting from Assumed Environmental Liabilities that: (i) are not be liable to disclosed in Schedule 4.16, and (ii) do not arise out of or result from: (A) Buyer's, its Subsidiaries', or any party of their successors' construction, reconstruction, refurbishment, renovation, substantial modification, restoration, conversion, structural alteration, relocation or enlargement of any building or structure or any clearing, grading or other movement of land by human intervention for any act purpose other than the operation, maintenance, repair or omissionexpansion of the Business that, except for bad faithin any case, gross negligence substantially disturbs the surface or willful misconductsubsurface, and surface water or ground water of any portion of any Leased Property; or (B) any voluntary action, program or expense incurred by Buyer, its Subsidiaries or any of their successors under or related to Environmental Law other than: (1) the parties agree continuation in a prudent manner in the ordinary course of business of established programs of the Business existing prior to indemnify Escrow Agent and hold Escrow Agent harmless from the date of this Agreement to comply with Environmental Law; or (2) any and all claims, damages, losses or expenses arising action in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice response to a requirement of a dispute between the parties governmental authority, law, rule or regulation that requires remedial action with respect to a Hazardous Material on the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto part of Buyer; or (iiC) deposit the Escrowed Funds with the clerk any voluntary disclosure to a third party of information or data by Buyer, its Subsidiaries or any court of competent jurisdiction. Upon such deposittheir successors, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect except to the Escrowed Funds, the Property extent that Buyer reasonably believes in good faith that a reportable quantity of Hazardous Material has been released or the subject matter of this Agreement unless requested it would otherwise be unlawful not to do so by Purchaser disclose such information or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesdata.

Escrow. (a) Escrow Agent will hold the BUYER and SELLER authorize ▇▇▇▇▇▇, ▇▇▇▇▇▇ Money Deposit in escrow in an interest& Long PA Atty's Escrow Fund Telephone: (▇▇▇) ▇▇▇-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder▇▇▇▇ Facsimile: 785-2708 Address: ▇▇▇▇▇ ▇.▇. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇ ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to act as "Escrow Agent" to receive funds and other items and, subject to clearance, disburse them in accordance with the party entitled terms of this Contract. Escrow Agent will deposit all funds received in a non-interest bearing escrow account. an interest bearing escrow account with interest accruing to _________________________________________________________________. If Escrow Agent receives conflicting demands or has good faith doubt as to Escrow Agent's duties or liabilities under this Contract, he/she may (a) hold the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration subject matter of the Evaluation Period, escrow until the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by parties mutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the Escrow Agent to Purchaser. In parties' rights regarding the event escrow or (b) deposit the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount subject matter of the ▇▇▇▇▇▇▇ Money Deposit, escrow with the interestclerk of the circuit court having jurisdiction over the dispute. In all instancesUpon notifying the parties of such action, Escrow Agent shall not release be released from all liability except for the ▇▇▇▇▇▇▇ Money Deposit duty to either party until account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agent has been requested by Seller shall comply with applicable provisions of Chapter 475, Florida Statutes. In any suit or Purchaser to release arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release subject matter of the ▇▇▇▇▇▇▇ Money Depositescrow, provided thatEscrow Agent shall recover reasonably attorney's fees and costs, if which such fees and costs to be paid from the Closing occurs, escrowed funds or equivalent and charged and awarded as court or other costs in favor of the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Dateprevailing party. Purchaser represents The parties agree that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party person for any act or omissionmisdelivery to BUYER and SELLER of escrowed items, except for bad faith, gross negligence or unless the misdelivery is due to Escrow Agent's willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter breach of this Agreement unless requested to do so by Purchaser Contract or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesgross negligence.

Escrow. (a) Escrow Agent will hold The Shares shall be deposited by the ▇▇▇▇▇▇▇ Money Deposit Employee in escrow in an interest-bearing account of the type generally used either by Escrow Agent for the holding of escrow funds until the earlier of electronic record or by stock certificate upon (ior as promptly as practicable following) the Closing, or (ii) the termination execution of this Agreement and shall be held in accordance with escrow by the Company or its designee, as escrow agent (the “Escrow Agent”). Upon vesting of the Shares, the Escrow Agent shall release or electronically transfer to the Employee, upon request, those Shares, which have vested (other than any right hereunderwithheld by the Company pursuant to Section 9). In the event Purchaser has not terminated this Agreement the Shares are forfeited pursuant to Section 2(c) or withheld by the end Company pursuant to Section 9, the Company shall give written notice to the Employee and to the Escrow Agent specifying the number of forfeited Shares or Shares to be withheld. The Employee and the Company authorize the Escrow Agent to take all necessary or appropriate actions consistent with the terms of this Agreement, including the delivery to the Company of those Shares and stock powers for the Shares being forfeited or withheld by the Company. The escrow shall terminate upon the earliest of (a) the vesting and lapse of forfeiture of all Shares awarded under this Agreement, (b) the election by the Company to waive forfeiture on all of the Evaluation Periodunvested Shares, or (c) the election by the Company to terminate this escrow. If at the time of such termination the Escrow Agent should have in its possession any Shares owed to the Employee, the ▇▇▇▇▇▇▇ Money Deposit Escrow Agent shall promptly deliver such Shares to the Employee and shall be non-refundable to Purchaser, but discharged of all further obligations hereunder. The Escrow Agent shall be credited against obligated only for the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit performance of such duties as are specifically set forth herein and may rely and shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to Purchaserbe genuine and to have been signed or presented by the proper party or parties. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, The Escrow Agent shall not release or the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and Company shall not be liable for any action taken, suffered act or omitted by it omission in accordance with good faith and in the advice exercise of such counsel. (c) Escrow Agent shall not be required to defend reasonable judgment. It is understood and agreed that should any legal proceeding which may be instituted against it dispute arise with respect to the Escrowed Fundsdelivery and/or ownership or right of possession of the Shares held by the Escrow Agent hereunder, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required is authorized to institute legal proceedings of any kind and retain such Shares in its possession without liability to anyone all until such dispute shall have no responsibility been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired. All reasonable costs, fees and disbursements incurred by the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered Escrow Agent in connection with the performance of its duties hereunder shall be borne by the Company. A certificate or certificates representing the Shares shall be issued by the Company and shall be registered in the name of the Employee on the stock transfer books of the Company promptly following the effective date of this Agreement, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 2 hereof. Escrow Agent As a condition to the receipt of this Agreement, the Employee shall deliver to the Company a Stock Power in the form attached hereto as Exhibit A, duly endorsed in blank, relating to the Shares. Each certificate representing the Shares shall bear the following legend: If the Shares are issued to the Employee electronically rather than by a stock certificate, the electronic record reflecting the issuance of the Shares to the Employee shall bear such a legend or other notation. As soon as administratively practicable, but not later than sixty (60) days, following the vesting of the Shares (as described in Section 2 hereof), and upon the satisfaction of all other applicable conditions, including, but not limited to, the payment by the Employee of all applicable withholding taxes, the Company shall deliver or cause to be delivered to the Employee, or in the case of the Employee’s death, the Employee’s beneficiary, a certificate or certificates for the applicable Shares, which shall not bear the legend described above, but may bear such other legends as the Company deems advisable pursuant to Section 6 below. If the Shares are issued to the Employee electronically rather than by a stock certificate, the legend described above shall be fully protected in acting in accordance with any written instructions given removed, but may bear such other legends as the Company deems advisable pursuant to it hereunder and believed by it to have been signed by the proper partiesSection 6 below.

Escrow. (a) Shareholder hereby delivers to the Escrow Agent will hold a certificate in the ▇▇▇▇▇▇▇ Money Deposit name of the Escrow Agent representing 1,500,000 shares of the Buyer's Common Stock (as defined in escrow the Stock Purchase Agreement) (the "Escrow Shares') pursuant to Section 2.03 of the Stock Purchase Agreement, the receipt of which the Escrow Agent hereby acknowledges. The Escrow Shares shall be deposited in an interest-bearing account of established at the type generally used by Escrow Agent for receipt of such Escrow Shares (the holding of escrow funds until the earlier of (i'Escrow Account") the Closing, or (ii) the termination of this Agreement and shall be held in such Escrow Account and distributed in accordance with any right hereunder. In the event Purchaser has not terminated terms and provisions of this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Agreement. (b) Any securities, non-cash dividends or other property distributable in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be delivered to the Escrow Agent, who shall hold such securities, non-cash dividends or other property in the Escrow Account. Such securities shall be issued in the name of the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any its nominee and all claimssuch securities, damages, losses cash dividends or expenses arising in connection herewith. The parties acknowledge that other property shall be considered part of the Escrow Agent is acting solely as stakeholder Account for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselpurposes hereof. (c) Buyer shall have the right, in its sole discretion, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions from Buyer, the Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to vote the Escrowed Funds, Escrow Shares. (d) The interest of the Property or Shareholder in the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent Account shall not be required to institute legal proceedings assignable or transferable, other than by operation of law. Notice of any kind and such assignment or transfer by operation of law shall have no responsibility for be given to the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent and Buyer, and no such assignment or transfer shall be fully protected in acting in accordance with any written instructions given to it hereunder valid until such notice is given. In addition, no such assignment shall terminate Shareholder's obligations under the Voting Agreement between Shareholder and believed by it to have been signed by the proper partiesBuyer of even date herewith.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the The ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but except as otherwise set forth herein, and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit as follows: (i) if requested by Seller, then upon Seller’s written demand therefore stating that Purchaser defaulted in the performance of Purchaser’s obligations to close under this Agreement and has given the other party facts and circumstances forming the basis of such default and (ii) if requested by Purchaser, then upon Purchaser’s written demand therefore, stating that Seller defaulted in the performance of Seller’s obligations to close under this Agreement and the facts and circumstances forming the basis of such default; provided, that, in neither case shall Escrow Agent release the ▇▇▇▇▇▇▇ Money Deposit until five (5) Business Days following Escrow Agent’s delivery of such written demand to disputethe non-requesting party; provided, or consent tofurther, that if during such five (5) Business Days period, the non-requesting party shall have delivered to Escrow Agent a written dispute to the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit unless it receives further written direction signed by Seller and interest thereon will be applied Purchaser. If no written dispute is so delivered, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit as set forth above on the Closing Datedirected. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller Harsimus represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇, and Columbia represents that its tax identification number, for purposes of reporting interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.the

Escrow. (ai) Escrow Agent will hold Contemporaneous with the execution of this Agreement, Purchaser shall deposit with ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder▇. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇▇▇, Esq. Seller represents that its tax identification number(The “Escrow Holder”) the amount of Fifty Thousand ($50,000.00) Dollars as a good faith non-refundable deposit (the “Cash Deposit”) to be held by the Escrow Holder in an Attorney Escrow Account at the Sterling National Bank, New York, New York pursuant to the terms of an Escrow Agreement, dated as at the date hereof among the Parties hereto and the Escrow Holder and annexed hereto and incorporated by reference herein as Exhibit “A.” The non-refundable Cash Deposit shall be paid to the Sellers Representative, for purposes and on behalf of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent Selling Parties in the event that the Purchaser shall not fulfill its obligations pursuant to Sections 1-3, above, unless the Purchaser is precluded from fulfilling its obligations hereunder as a result of the actions or inactions of the Selling Parties, in which event the Cash Deposit shall be liable returned to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual conveniencePurchaser. In the event Escrow Agent receives written notice of a dispute between the parties with respect transactions contemplated by this Agreement are consummated, the non-refundable Cash Deposit shall be delivered to the ▇▇▇▇▇▇▇ Money Sellers Representative and deducted from that part of the Purchase Price to be paid by Purchaser pursuant to Section 1, herein. (ii) Contemporaneous with the execution of this Agreement, the Selling Parties shall deliver to the Escrow Holder share certificates of the Company (the ”Certificates”) representing all of the Selling Parties Shares as set forth and described in the Escrow Agreement annexed hereto as Exhibit A among the Escrow Holder, the Selling Parties and the Purchaser. Pursuant to the Escrow Agreement, the Certificates will be held in escrow until (A) the Closing at which time the Escrow Holder shall deliver the Certificates to the Purchaser coincident with the fulfillment of all of the obligations of the respective Parties hereto at the Closing; or (B) as otherwise provide in the Escrow Agreement. (iii) At the Closing the Parties shall execute and deliver each and all of the agreements, documents and instruments set forth and described in Section 12 herein; and upon delivery of the Cash Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed FundsCertificates, the Property or the subject matter of this Escrow Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesterminate.

Escrow. (a) Subject to Section 2.1, the Escrow Agent will shall initially hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closingsum of Fifty Thousand U.S. Dollars (U.S.$50,000) (the "Cash Escrow", as said amount may increase or decrease as a result of the investment and reinvestment thereof, and as said amount may be reduced by charges thereto and (ii) the termination 81,687 Exchangeable Shares of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement LanTec, owned by the end of Shareholders in the Evaluation Periodrespective amount set forth on Exhibit A hereto adjacent to each Shareholder's name (the "Escrow Shares"), the ▇▇▇▇▇▇▇ Money Deposit which shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit held and all interest accrued thereon will be returned distributed by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice terms and conditions of such counsel. (c) Article II of this Agreement. Concurrently with their delivery of the Escrow Agent Shares to the Escrow Agent, the Shareholders shall not be required to defend any legal proceeding which may be instituted against it execute a stock power with respect to each of the Escrowed Fundscertificates, which stock powers shall be delivered to the Escrow Agent and attached to the certificates representing the Escrow Shares. Together, the Property or Cash Escrow and the subject matter of this Agreement unless requested Escrow Shares constitute the Escrow Fund. Subject to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given the terms and conditions hereof, Escrow Agent agrees that it shall receive, hold in escrow, invest and reinvest and release or distribute the Cash Escrow. It is hereby expressly stipulated and agreed that all interest and other earnings on the Cash Escrow shall become a part of the Cash Escrow for all purposes, and that all losses resulting from the investment or reinvestment thereof from time to time and all amounts charged thereto to compensate or reimburse the Escrow Agent from time to time for amounts owing to it hereunder and believed by it to have been signed by shall from the proper partiestime of such loss or charge no longer constitute part of the Escrow Fund.

Escrow. (a) Escrow Agent will hold From the amount paid to ▇▇▇. ▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination pursuant to Paragraph 2 of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation PeriodAgreement, the ▇▇▇. ▇▇▇▇ Money Deposit shall place $800,000 into escrow pursuant to the terms of the Escrow Agreement. The amount held in escrow pursuant to this Agreement and the Escrow Agreement, as increased by applicable interest or other earnings thereon or as decreased by distributions made pursuant to the terms of this Paragraph 3 and the Escrow Agreement, shall be non-refundable referred to Purchaser, but herein as the "Escrow Amount." The Escrow Amount shall be credited against held in escrow by the Purchase Price at Escrow Agent pursuant to the Closing. All interest earned on terms of the Escrow Agreement and shall be distributed only to ▇▇▇. ▇▇▇▇ Money Deposit shall be paid or appropriate taxing authorities having the authority to the party entitled collect income or payroll taxes from or relating to the ▇▇▇. ▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior ("Taxing Authorities"), pursuant to the expiration terms of this Paragraph 3 and the Escrow Agreement. For avoidance of doubt, Penton shall have no ownership interest in the Escrow Amount and shall not seek to, nor be entitled to, assert or pursue any claim to or against or any recovery from all or any portion of the Evaluation PeriodEscrow Amount, the whether with respect amounts asserted to be owed to Penton by ▇▇▇. ▇▇▇▇ Money Deposit and all interest accrued thereon or otherwise, other than to distribute such funds to the applicable Taxing Authorities. (b) If at any time there is an Excess Escrow Amount, ▇▇. ▇▇▇▇ will be returned entitled to require Penton to cause an amount of up to the Excess Escrow Amount to be distributed to ▇▇. ▇▇▇▇ by the Escrow Agent to Purchaser. In and, if Penton agrees, in its reasonable judgment, that there is an Excess Escrow Amount, Penton shall cause the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until distribute such Excess Escrow Agent has been requested by Seller or Purchaser Amount to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (bc) If at any time any amount of indebtedness is discharged under the Note, upon proper evidence of such discharge being presented to the Escrow Agent, Penton may cause the Escrow Agent shall not be liable to distribute an amount equal to any party withholding payments that Penton determines in its reasonable judgment that it is required to remit to all Taxing Authorities (based on the minimum applicable withholding rate required by law) with respect to such discharge from the Escrow Amount for the account of ▇▇. ▇▇▇▇ to such appropriate Taxing Authorities; provided, however, that if such discharge is a direct result of an action by Penton, Penton will give ▇▇. ▇▇▇▇ notice of such action at least five business days prior to taking such action. Notwithstanding any act other provision of this Agreement or omissionthe Note, except as provided in Paragraph 5 hereof, Penton will not, without ▇▇. ▇▇▇▇'▇ written consent, take an action that would directly result in discharge of indebtedness under the Note on or prior to December 31, 2005. If, at Penton's request, any amount is distributed by the Escrow Agent under the Escrow Agreement to any Taxing Authority for bad faith, gross negligence or willful misconductpurposes of meeting Penton's withholding obligation related to a discharge of indebtedness under the Note, and an appropriate amount of indebtedness has not theretofore been discharged under the parties agree Note, an appropriate amount of indebtedness related to indemnify Escrow Agent such distribution shall be deemed to have been discharged, and hold Escrow Agent harmless from neither ▇▇. ▇▇▇▇ nor his estate will be required to make any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties future payments with respect to the amount of such discharge. (d) On August 31, 2007, Penton shall cause the then-remaining Escrow Amount to be distributed to ▇▇▇. ▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesEscrow Agent.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period or in the event Purchaser fails to advise Seller in writing that Purchaser is proceeding under this Agreement by notice to Seller given prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All In all events, all interest earned accrued on the ▇▇▇▇▇▇▇ Money Deposit shall will be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaserthe Purchaser as provided in Section 4.2. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its the tax identification numbernumber for Germania, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound entitled to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) The funds held in the Escrow Account shall serve as security for Sellers’ indemnification obligations hereunder and shall be released upon the Escrow Agent’s receipt of joint written instructions from the Buyer and the Seller Representative, or as otherwise provided under the terms of the Escrow Agreement. On the one-year anniversary of the Closing Date, the Seller Representative and the Buyer shall issue joint written instructions to the Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by instructing the Escrow Agent to Purchaser. In release all funds in the event Escrow Account in excess of the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in sum of the amount of actual Losses alleged in good faith in any unresolved claim for indemnification, to the ▇▇▇▇▇▇▇ Money DepositCompany, with as disbursing agent for the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent toOptionholders, the release Warrantholder, and the Seller Representative as disbursing agent for the Sellers, in proportion to the amounts in which the Sellers, the Company on behalf of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if Optionholders and the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above Warrantholder received funds on the Closing Date. Purchaser represents that its tax identification numberIf there are any remaining claims for indemnification, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting Representative and the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Buyer shall issue joint written instructions to the Escrow Agent to release any remaining funds in the Escrow Account when such claims are resolved, which funds shall not be liable released to any party the Company, as disbursing agent for any act or omissionthe Optionholders, except for bad faith, gross negligence or willful misconductthe Warrantholder, and the parties agree Seller Representative as disbursing agent for the Sellers, in proportion to indemnify the amounts in which the Sellers, the Company on behalf of the Optionholders and the Warrantholder received funds on the Closing Date. The Company shall disburse any amounts it receives from the Escrow Agent and hold Escrow Agent harmless from any and all claimsin its capacity as disbursing agent for the Optionholders, damagesincluding earnings on the escrowed funds, losses or expenses arising to such Optionholders in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon percentages set forth on Schedule 1.3(c)(as such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which schedule may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesupdated at Closing).

Escrow. (a) At the Closing, the Buyer shall deliver to the Escrow Agent will hold a stock certificate registered in the name of the Escrow Agent or its nominee representing the Escrow Fund for the purpose of securing the indemnification obligations of the Seller and the Members set forth in this Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes of and in accordance with the terms of the Escrow Agreement. Until the termination of the escrow in accordance with the terms of the Escrow Agreement, the Seller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make-up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than the average closing price of Buyer Common Stock for the five (5) trading days immediately preceding the Closing, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and (iii) Seller may not direct any such sale during any blackout period under any ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit policy or blackout policy of Buyer, and the Buyer shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit promptly execute any and all interest accrued thereon will be returned by required joint instructions to the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from facilitate any and all claimssuch sales of the Escrow Shares. Further, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent Seller shall have the right sole discretion to consult with separate counsel direct the investment of its own choosing (if it deems such consultation advisable) amounts held in the Escrow Fund pursuant to the investment options specified in, and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) restrictions of, the Escrow Agreement, and Buyer agrees to promptly execute any and all joint instructions to the Escrow Agent shall not be required to defend facilitate any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of all such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesinvestments.

Escrow. (a) Escrow Agent will hold Notwithstanding any provision of this Agreement to the contrary, the Closing of the Transactions contemplated hereunder shall be completed in escrow, with all deliveries in connection with the Transactions hereunder being made to ▇▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall , Esq., as escrow agent (the “Escrow Agent”), to be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration held in escrow and disposed of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent in accordance with the terms and provisions of a certain Deposit and Escrow Agreement by and between Seller, Buyer and Escrow Agent dated May 17, 2004, as amended, a copy of which is attached hereto as Schedule 1.9 (the “Escrow Agreement”). The parties hereto agree to Purchaseramend the Escrow Agreement to the extent required to make the provisions thereof consistent with the terms of the escrow set forth herein. In furtherance of the event the Closing occursescrow closing, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser following shall receive a credit against apply: (a) In lieu of delivering the Share Purchase Price to the Stockholders as provided for in Section 1.5(a), Buyer shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the amount of the ▇▇▇▇▇▇▇ Money Deposit$315,000, which together with the interest. In all instancesInitial Deposit (as defined in the Escrow Agreement) of $25,000 previously paid into escrow by Buyer, Escrow Agent shall not release represents the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Share Purchase Price. (b) In lieu of delivering to Buyer certificates for the Shares provided for in Section 1.6, Stockholders shall deliver or cause to be delivered to Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect deposit into escrow pursuant to the ▇▇▇▇▇▇▇ Money Deposit and Escrow Agreement, certificate(s) registered in the interest earned thereon (name of the "ESCROWED FUNDS")Stockholders representing the Shares, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed accompanied by stock powers duly endorsed in blank, with Stockholder’s signature medallion guaranteed by a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselnational bank. (c) In lieu of delivering the Note Purchase Price to the Seller as provided for in Section 1.5(b), Buyer shall deliver or cause to be delivered to Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect for deposit into escrow pursuant to the Escrowed FundsEscrow Agreement, the Property Note Purchase Price. (d) In lieu of delivering to Buyer the original Notes and the Note Assignment transferring the Notes to Buyer as provided for in Section 1.7, Seller shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the subject matter Escrow Agreement, the original Notes and the Note Assignment, duly executed by Seller. (e) In lieu of this Agreement unless requested delivering the New Share Purchase Price to do so by Purchaser the Company as provided for in Section 1.5(c), Buyer shall deliver or Seller and is indemnified cause to its satisfaction against be delivered to Escrow Agent for deposit into escrow pursuant to the cost and expense Escrow Agreement, the amount of such defense$50,000 representing the New Share Purchase Price. (f) In lieu of delivering to Transfer Agent the Issuance Direction provided for in Section 1.6, the Company shall deliver or cause to be delivered to Escrow Agent for deposit into escrow pursuant to the Escrow Agreement, the Issuance Direction. (g) Concurrently with the Closing, Buyer shall, in writing, instruct the Escrow Agent to deliver to the Company the original Notes, the Note Assignment, a notice of election to convert the Notes, in substantially the form attached hereto as Exhibit C (“Buyer Conversion Notice”), with instructions from the Company directing the Transfer Agent to issue to Buyer, in connection with the conversion of the Notes, 24,577,395 shares of the Company’s common stock (“Buyer Conversion Shares”). Escrow Agent shall not be required promptly upon Closing deliver the foregoing documents and instructions to institute legal proceedings the Transfer Agent. (h) Concurrently with the Closing, Seller shall, in writing, instruct the Escrow Agent to deliver to the Company the original Seller Notes and a notice of any kind and shall have no responsibility for election to convert the genuineness or validity of any document or other item deposited Seller Notes, in substantially the form attached hereto as Exhibit D (“Seller Conversion Notice”), with it or instructions from the collectibility of any check delivered Company directing the Transfer Agent to issue to Seller, in connection with this Agreementthe conversion of the Seller Notes, 1,200,000 shares of the Company’s common stock (“Seller Conversion Shares”). Escrow Agent shall promptly upon Closing deliver the foregoing documents and instructions to the Transfer Agent (i) At such time as all of the conditions precedent to Closing under Article VIII hereof have been satisfied by the respective parties, and no party shall be fully protected in acting breach any term, warranty, representation, covenant or agreement applicable to them, each party shall have made all deliveries required by each of them under this Agreement to the Escrow Agent, and the expiration ten (10) day waiting period following the filing and mailing of the Information Statement (as defined in Section 7.5), the parties hereto shall provide written notice to Escrow Agent directing that the escrow be disposed of in accordance with any written instructions given the Escrow Agreement and the terms of this Agreement, subject to it hereunder the Indemnity Escrow Fund to be handled in accordance with Article IX hereof and believed by it to have been signed by the proper partiesEscrow Agreement.

Escrow. (a) Seller shall deposit into escrow (a) two hundred seventy-five thousand dollars ($275,000.00) of each Installment up to an aggregate total of $2,750,000.00 (the “Reserve Payment”); less (b) the Installment Interest (together (a) and (b), are referred to as the “Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow Amount”) to be held in an interest-bearing escrow account held by Compass Bank (BBVA) N.A. (the “Escrow Agent”) on behalf of Buyer and Seller in accordance with an escrow agreement in substantially the form attached hereto as Exhibit F (the “Escrow Agreement”). In the event that any Installment is insufficient to make the Reserve Payment as a result of the type generally used by working capital set-off in Section 2.4(e) or a set-off of an indemnification claim permitted under Section 10.3(i), Buyer shall be entitled to increase the amount of subsequent Reserve Payments so that the Escrow Agent for Amount reflects the holding of escrow funds total Reserve Payments required to be made to date hereunder. Notwithstanding anything elsewhere set forth herein, nothing herein shall be deemed to prevent the Seller from pursuing the Freedom Logistics Litigation appeal in accordance with the Joint Defense Agreement at its sole cost and expense. No payment shall be made to Freedom Logistics, LLC from the Escrow Amount until the earlier of (i) Seller appeals have been exhausted, or the Closing, applicable appeal period has expired; or (ii) payment is ordered to be made by the termination presiding court. None of this Agreement Buyer or Provider Companies shall be obligated to take any action or make any agreement in its name or otherwise in pursuit of Seller’s appeal. The Escrow Amount shall serve as security for the payment of any claims for indemnification by Buyer under Article X. Any payments owed by the Seller to any Buyer Indemnified Parties pursuant to Article X shall be paid first from any set-off of Installment Payments under Section 10.3(i) and then from the Escrow Funds at Buyer’s discretion. On the second anniversary of the Closing Date, the Escrow Agent shall release in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end terms of the Evaluation Period, Escrow Agreement an amount of the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid Escrow Funds equal to the party entitled excess, if any, of (i) any remaining Escrow Funds over (ii) the aggregate amount of any claims asserted by Buyer pursuant to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated Article X prior to the expiration second anniversary of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will Closing Date that are not yet resolved (“Unresolved Escrow Claims”). The Escrow Funds retained for an Unresolved Escrow Claim shall be returned released by the Escrow Agent (to Purchaserthe extent not utilized to pay a Buyer Indemnified Party for any such claims resolved in favor of a buyer Indemnified Party) to Seller upon the resolution of such Unresolved Escrow Claim in accordance with this Agreement and the Escrow Agreement. (b) In addition to the Escrow Amount set forth in (a) above, Seller shall also escrow an amount equal to the lesser of $250,000 or the amount recommended by the Experis consultant pursuant to written recommendation, said amount to be deposited with Escrow Agent pursuant to the Escrow Agreement (the “Tax Escrow”) to serve as security for the potential state tax claims set forth on Schedule 5.5 (the “State Tax Claim”). The Tax Escrow shall be funded through a deduction of twenty-five thousand dollars ($25,000.00) from each installment of the Installment Consideration. The Tax Escrow shall remain in escrow pending resolution of the State Tax Claim; provided that, as long as no audit by taxing authorities is pending or noticed by the second anniversary of the Closing Date, then one half of the remaining Tax Escrow shall be released to Seller. Upon final resolution or settlement of the State Tax Claim with the applicable taxing authority which is not subject to further appeal, Seller shall indemnify Buyer for taxes, penalties and interest and attorneys’ fees payable for the actual State Tax Claim from the Tax Escrow. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the actual amount of the ▇▇▇▇▇▇▇ Money DepositState Tax Claim as determined at final resolution of such claim exceeds the Tax Escrow, with Buyer shall be entitled to recover any difference from the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenienceAmount. In the event Escrow Agent receives written notice the actual amount of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice State Tax Claim as determined at final resolution of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to claim is less than the Escrowed FundsTax Escrow, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given entitled to it hereunder and believed by it to have been signed by receive the proper partiesremaining amount from the Tax Escrow.

Escrow. (a) The purchase and sale of the Shares shall be consummated through an escrow (the “Escrow”) and all monies shall be deposited in the Escrow Agent will hold Account which shall be opened by the parties with ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing▇▇▇▇ ▇▇▇, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Money Deposit ▇▇, ▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Escrow Holder”), within seven (7) days after the full execution of this Agreement by delivery of a fully executed counterpart of this Agreement to Escrow Holder. Escrow Holder shall promptly notify the parties, in writing, of the date Escrow is opened. The parties acknowledge and agree that the total escrow fees shall not exceed Eight Thousand Dollars ($8,000.00). The terms set forth in this Agreement shall constitute both an agreement between the parties hereto and escrow instructions to Escrow Holder to facilitate the purchase and sale of the Shares as contemplated herein. The parties shall in addition execute an escrow agreement (the “Escrow Agreement”), in a form to be mutually agreed upon by the parties prior to Closing, which shall contain such further escrow instructions as the Escrow Holder may reasonably require in connection with the Closing so long as such agreement is consistent with the provisions of this Agreement and establish a procedure for resolving any claim by any party seeking payment from Escrow. In the event of any conflict between the terms and conditions of this Agreement and the provisions of any Escrow Agreement prepared by the parties or the Escrow Holder, the terms and conditions of this Agreement shall control. The Purchase Price shall be paid to Seller at Closing, after deduction of all loan payoff amounts, and all withholdings, closing costs and other expenses as set forth in this Section 2.4. Escrow Holder is hereby authorized and instructed to conduct the Escrow in accordance with this Agreement, the Escrow Agreement, applicable law, custom and practice of the community in which Escrow Holder is located, including any reporting or withholding requirements of the Code. To the extent that amounts are so withheld or deducted by the Buyer or the Escrow Holder, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made by the Buyer or the Escrow Holder, as the case may be. (b) In the event that the Closing shall not have occurred by the close of business on the Closing Date, and is not extended by mutual instructions of the parties, a party hereto not then in default under this Agreement may notify the other parties and Escrow Holder in writing that unless the Closing occurs within five (5) business days following said notice, the Escrow and this Agreement shall be deemed terminated without further notice or instructions. Should the Closing not occur during said five (5) day period, Escrow Holder shall forthwith return all monies and documents to the party who deposited them. Termination under this Section 2.4 by any non-refundable breaching party shall not relieve the breaching party of any liability regarding any breach of this Agreement prior to Purchasertermination. Each party shall indemnify and hold Escrow Holder harmless in connection with such return; provided, however, that no funds or documents shall be returned to a party claimed by written notice to Escrow Holder to be in default under this Agreement. If termination occurs pursuant to this Section 2.4, any escrow cancellation fees and expenses shall be split equally between Sellers and Buyer. (c) Sellers shall be solely responsible for the payment of all operating expenses (“Expenses”) of the Business through the Closing Date, including, but not limited to, all Taxes, rents, utilities, employee salaries and costs, and insurance premiums. Buyer shall be solely responsible for the payment of all Expenses of the Business for periods on or after the Closing Date. All such Expenses paid by Company and/or Sellers in advance for periods ending after the Closing Date shall be prorated as of the Closing Date. Sellers and Buyer hereby nominate and appoint Escrow Holder to make the necessary calculations with regard to the prorations specified in this Section 2.4(c). The parties agree that if Escrow Holder’s calculations of the amount of any such costs to be prorated as of the Closing Date are inaccurate or incomplete as of the Closing, whether due to inadvertent error, lack of adequate supporting documentation or otherwise, then the parties will, as soon as the error is discovered and the correct amount of the costs is determined, make such further adjustments by cash payment outside of Escrow as may be appropriate. All prorations shall be made on the basis of a thirty (30)-day month and shall be paid in cash to Sellers if Sellers are entitled thereto, or shall be credited against the Purchase Price at if Buyer is entitled thereto. Any prorations which cannot reasonably be made as of the ClosingClosing shall be adjusted as soon as practicable thereafter. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit Except as otherwise expressly stated herein, all Closing costs and charges, including Escrow Holder’s fees, shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit for equally between Buyer and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Sellers. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At the Closing, Eight Hundred (800) shares of the Series H Preferred Stock otherwise issuable to McCormack at Closing (the "Escrow Agent Shares") shall be registe▇▇▇ ▇▇ ▇he name of, and be deposited with an institution selected by Buyer with the reasonable consent of the Seller Representative, as escrow agent (the "Escrow Agent"), such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the terms set forth herein and in the Escrow Agreement attached hereto as Exhibit J. The Escrow Fund shall be available to compensate Buyer and Fonix pursuant to the indemnification obligations of the Sellers and McCormack as set forth in Section 8.2. The Escrow Fund shall ▇▇ ▇▇▇ ▇nitial but not the exclusive recourse of the Buyer Indemnified Persons. (b) While the Escrow Shares remain in the Escrow Agent's possession pursuant to this Agreement, McCormack will hold the retain and will be able to exercise all oth▇▇ ▇▇▇▇▇▇▇ Money Deposit ents of ownership of said Escrow Shares which are not inconsistent with the terms and conditions of this Agreement. (c) The Escrow Agent shall hold the Escrow Fund (or any then remaining portion thereof), subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 8.7(f) below, in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until that date which shall be the earlier of (i) the Closingdate on which the Escrow Agent receives instructions to terminate the escrow and distribute the Escrow Fund signed by each of Fonix, or Buyer and McCormack, and (ii) the second anniversary of the date o▇ ▇▇▇▇ Agreement (the "Termination Date"), provided, however, that if such termination is pursuant to clause (ii) above, the Escrow Agent shall continue to hold and not release after the Termination Date all or a portion of the Escrow Fund equal in stated value to the dollar amount of any claim or claims described in any Officer's Certificate (as defined in Section 8.7(f) below) that is submitted but not resolved before the Termination Date (such amount being referred to as the "Disputed Claim Amount"). (d) Within three (3) business days after the Termination Date (the "Release Date"), the Escrow Agent shall release from escrow to McCormack all or any then remaining portion of the Escrow ▇▇▇▇, ▇▇ss the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to the Disputed Claim Release Date, the parties to this Agreement in accordance (other than the Escrow Agent) shall have (i) resolved any dispute by settlement and provided the Escrow Agent with any right hereunder. In mutually executed delivery instructions with respect to the event Purchaser has not terminated this Agreement portion of the Escrow Fund then held by the end Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Evaluation PeriodEscrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. (e) The Escrow Fund, the ▇▇or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by McCormack or be taken or reached by any legal or equitable pr▇▇▇▇▇ Money Deposit shall be non-refundable ▇▇ satisfaction of debt or other liability of McCormack, prior to Purchaser, but shall be credited against the Purchase Price at delivery to McCormack of the Closing. All interest earned on the Escrow F▇▇▇ ▇▇ ▇▇e Escrow Agent as provided herei▇. (f) Upon receipt by the Escrow Agent on or before the Termination Date of a certificate signed by any executive officer of Fonix or Buyer (an "Officer's Certificate") (i) stating that with respect to the indemnification obligations of the Sellers and McCormack pursuant to this Agreement, Damages exist, and (▇▇) ▇▇▇cifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid or became payable, and the nature of the misrepresentation, breach of warranty or covenant, or other claim to which such item is related, the Escrow Agent shall within two (2) Business Days deliver to McCormack a copy of the Officer's Certificate. No earlier than ▇▇▇ (10) Business Days and no later than fifteen (15) Business Days after the originally delivery of the Officer's Certificate to the Escrow Agent, the Escrow Agent shall deliver to Fonix or Buyer (as specified in the Officer's Certificate) out of the escrow, as promptly as practicable, all or a portion of the Escrow Fund having a value equal to the dollar amount of such Damages, unless prior to such delivery McCormack commences an action to prohibit such delivery, ▇▇ ▇▇▇▇▇ Money Deposit case, the Escrow Agent shall continue to hold the amount of the claim set forth in the Officer's Certificate until such dispute is resolved. For the purpose of compensating Fonix for its Damages, Escrow Shares shall be paid valued at their stated value. (g) The Escrow Agent shall have the authority to effect any transfer of Escrow Shares contemplated by the Escrow Agreement. Fonix will cooperate with the Escrow Agent in promptly issuing stock certificates to effect such transfers or replacement stock certificates for any portion of the Escrow Fund not transferred out of the escrow. (h) Notwithstanding anything to the party entitled contrary herein or in the Escrow Agreement, on the first anniversary of the Closing Date, the Escrow Agent shall release and distribute to the ▇▇McCormack a total of Four Hundred (400) Escrow Shares, pro▇▇▇▇▇ Money Deposit. In ▇▇at, as of such date, and giving effect to and after such distribution, the event this Agreement is terminated Escrow Fund continues to have deposited shares having sufficient stated value at least equal to the amounts claimed under any Officer's Certificate submitted on or prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not such release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇date. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) 15.1 At Completion, the Purchaser, the Seller and the Escrow Agent will hold Account Holding Bank shall enter into the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the ClosingAgreement and, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event provisions of clause 14.2(B), the Purchaser has not terminated this Agreement by shall pay, or procure the end payment of, an amount equal to ten per cent (10%) of the Evaluation PeriodCash Consideration (excluding any amount in respect of VAT) in cleared funds into the Escrow Account, to be held in accordance with the terms of this clause 15 and the Escrow Agreement. 15.2 Without prejudice to the terms of any Instruction Letter, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All parties agree that: (A) any interest earned on the ▇▇▇▇▇▇▇ Money Deposit balance of the Escrow Account shall be paid credited to the party entitled balance of the Escrow Account; (B) without prejudice to the ▇▇▇▇▇▇▇ Money Deposit. In terms of the event this Agreement Charge over the Escrow Account, the Seller is terminated prior entitled at all times to the expiration full beneficial interest in the credit balance (including such part of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by credit balance as represents interest) of the Escrow Agent to Purchaser. In Account; and (C) the event Escrow Account Holding Bank shall charge any fees, charges, costs and expenses in connection with the Closing occurs, arrangements under this clause 15 against any interest earned on the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Sellerbalance of the Escrow Account. 15.3 The Seller shall, and Purchaser shall receive a credit against procure that the Purchase Price Escrow Account Holding Bank shall (save to the extent created pursuant to the Charge over Escrow Account): (A) not create or have outstanding any security interest over all or any part of the Seller’s interest in the amount Escrow Account; (B) not transfer, assign or otherwise dispose of all or any part of the ▇▇▇▇▇▇▇ Money Deposit, Seller’s interest in the Escrow Account; and [***] Information has been omitted and filed separately with the interestSecurities and Exchange Commission. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent Confidential Treatment has been requested with respect to the omitted portions. (C) ensure that the Seller’s interest is and remains free from any other Encumbrance, right of set-off or counterclaim. 15.4 No payment shall be made out of the Escrow Account other than in accordance with the provisions of this clause 15. All payments out of the Escrow Account shall be made without deduction or withholding unless such deduction or withholding is required by Seller or Purchaser Law. 15.5 Each of the parties agrees to release deliver such Instruction Letters to the ▇▇▇▇▇▇▇ Money Deposit Escrow Account Holding Bank, and has given to take such other actions, as may be necessary to enable and instruct the other party Escrow Account Holding Bank to deal with the Escrow Account in accordance with the provisions of this clause 15. 15.6 Within five (5) Business Days to disputeafter the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim, or consent tofive (5) Business Days before amounts become due and payable in accordance with clause 10 of the Tax Covenant, the release Seller and the Purchaser shall execute and issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank) an amount equal to the Amount Payable with respect to such Settled Indemnity Claim or Determined Indemnity Claim or the amounts due and payable in accordance with clause 10 of the ▇▇▇▇▇▇▇ Money Deposit, provided thatTax Covenant (or, if the Closing occursamount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable in accordance with clause 10 of the Tax Covenant in full, the ▇▇▇▇▇▇▇ Money Deposit amount standing to the credit of the Escrow Account). 15.7 Subject to sub-clauses 15.8 and interest thereon will be applied 15.9, if there is any amount remaining in the Escrow Account following the date which is thirty six (36) months after the Completion Date after retaining an amount equal to the Escrow Indemnity Claim Value (as set forth above defined in sub-clause 15.8), the Seller and the Purchaser shall issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit such remaining amount to the Seller’s Bank Account (or to such other bank account or accounts as the Seller may nominate from time to time in writing to the Escrow Account Holding Bank). 15.8 Subject to sub-clause 15.9, if, on the Closing date which is thirty six (36) months after the Completion Date. , there are any Indemnity Claims or claims under the Tax Covenant which have been notified to the Seller but which have not become Settled Indemnity Claims or Determined Indemnity Claims or due and payable under clause 10 of the Tax Covenant (such Indemnity Claims and claims under the Tax Covenant being “Escrow Indemnity Claims”), the Escrow Account shall remain open and a sum equal to the aggregate value of such Escrow Indemnity Claims in the amount notified in writing to the Seller by the Purchaser represents that its tax identification number(the “Escrow Indemnity Claim Value”) or, for purposes if the balance of reporting the interest earningsEscrow Account is less than such aggregate value of such Escrow Indemnity Claims, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification numberthe whole of the amount in the Escrow Account, for purposes of reporting shall remain in the interest earnings, is ▇▇-▇▇▇▇▇▇▇Escrow Account and be dealt with in accordance with this clause 15 (the “Extended Retention”). 15.9 Upon any Escrow Indemnity Claim becoming a Determined Indemnity Claim or a Settled Indemnity Claim or due and payable under clause 10 of the Tax Covenant after the date which is thirty six (b36) Escrow Agent shall not be liable to any party for any act or omissionmonths after the Completion Date, except for bad faith, gross negligence or willful misconduct, the Seller and the parties agree Purchaser shall execute and issue an Instruction Letter to indemnify the Escrow Agent Account Holding Bank as soon as reasonably practicable instructing it to remit: [***] Information has been omitted and hold Escrow Agent harmless from any filed separately with the Securities and all claims, damages, losses or expenses arising in connection herewithExchange Commission. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties Confidential Treatment has been requested with respect to the ▇▇▇▇▇▇▇ Money Deposit omitted portions. (A) an amount equal to the Amount Payable in respect of that claim or the amount due and payable under clause 10 of the interest earned thereon Tax Covenant (or, if the "ESCROWED FUNDS"amount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable under clause 10 of the Tax Covenant in full, the amount standing to the credit of the Escrow Account) to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank); and (B) the balance standing to the credit of the Escrow Account (if any), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk after taking full account of any court other Escrow Indemnity Claims in respect of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have which the right Extended Retention is still to consult with separate counsel of its own choosing apply (if it deems any), to the Seller’s Bank Account (or to such consultation advisableother bank account or accounts as the Seller may nominate from time to time in writing to the Escrow Account Holding Bank), in each case within five (5) Business Days after the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim or five (5) Business Days before amounts become due and shall not be liable for any action taken, suffered or omitted by it payable in accordance with clause 10 of the advice of such counselTax Covenant. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used account, as instructed by Escrow Agent for the holding of escrow funds Purchaser until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interestand all interest earned thereon. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇will be provided later. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. As of the Closing, Buyer shall deposit in escrow cash in the amount of $11,000,000 (athe “Escrow Amount”), to be held to fund in part the indemnification obligations of the Stockholders and Optionholders under ARTICLE VIII of this Agreement; provided that, in the event of any adjustment owed by the Stockholders and Optionholders pursuant to Section 2.11, Buyer shall be entitled to recover such amounts out of the Escrow Amount or from the Stockholders and Optionholders directly. Buyer and the Representative (on behalf of the Stockholders and Optionholders) shall enter into an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agent will hold the ▇▇Agreement”) with ▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account Fargo Bank, National Association (the “Escrow Agent”) to govern the terms and conditions of the type generally used by release of the Escrow Agent for Amount. As more fully set forth in the holding Escrow Agreement, twenty-five percent (25%) of escrow funds until the earlier of Escrow Amount, less (i) the Closingamount of any claims made by Buyer in good faith against the Escrow Amount which are pending as of such date, or and (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be amounts paid to Buyer from the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated Escrow Amount prior to the expiration of the Evaluation Periodsuch date, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will shall be released to Sellerthe Representative (on behalf of the Stockholders and Optionholders) on the date which is twelve (12) months following the Closing Date and the remaining Escrow Amount, and Purchaser shall receive a credit against including any interest earned thereon from the Purchase Price in Closing Date, less (x) the amount of any claims made by Buyer in good faith against the ▇▇▇▇▇▇▇ Money DepositEscrow Amount that are pending as of such date, with and (y) and amounts paid to Buyer from the interest. In all instancesEscrow Amount prior to such date, Escrow Agent shall not release be released to the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five Representative (5) Business Days to dispute, or consent to, the release on behalf of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if Stockholders and Optionholders) on the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on date which is twenty-four (24) months following the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) This Agreement shall serve as escrow instructions to the Escrow Agent will and an executed copy of this Agreement shall be deposited with the Escrow Agent. Seller and Purchaser hereby agree to hold the Escrow Agent harmless for any loss of any deposited funds, including the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account Money, due to the failure of the type generally used by financial institution in which such funds are deposited, and the Escrow Agent shall not be liable in any way to Seller or Purchaser for any action taken in good faith pursuant to the terms hereof; provided, however, that nothing herein shall release the Escrow Agent for its fraud, willful misconduct or gross negligence. In the holding event of escrow funds until the earlier of (i) the Closing, or (ii) the a termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated or a default under this Agreement by the end of the Evaluation PeriodAgreement, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaserdelivered or disbursed by the Escrow Agent as provided in this Agreement. If either party shall declare the other party in default under this Agreement and shall make demand (a “Demand”) upon the Escrow Agent for possession of the ▇▇▇▇▇▇▇ Money, but said party must provide the other party with a copy of such Demand made upon the Escrow Agent. Except as otherwise expressly provided in this Agreement, the Escrow Agent shall be credited against the Purchase Price at the Closing. All interest earned on not disburse the ▇▇▇▇▇▇▇ Money Deposit shall be paid until the demanding party delivers to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent evidence (e.g., returned receipt from U.S. Postal Service) of the other party’s receipt of the Demand and the Escrow Agent has not received written objection to Purchasersuch Demand from the other party within five (5) business days following said party’s receipt of the copy of such Demand. In Except as otherwise expressly provided in this Agreement, if any objection is so received or if any conflicting Demand shall be timely made upon the event the Closing occursEscrow Agent, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser Escrow Agent shall receive a credit against the Purchase Price in the amount not disburse any part of the ▇▇▇▇▇▇▇ Money Deposit, with and shall await settlement of the interest. In all instances, Escrow Agent shall not release controversy or deposit the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller with the court in the county where the Premises is located, in an interpleader action or Purchaser to release otherwise for the ▇▇▇▇▇▇▇ Money Deposit and has given purpose of having the respective rights of the parties adjudicated. Upon making such deposit or upon institution of such interpleader action or other party five (5) Business Days to dispute, or consent toactions, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, fully relieved and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless discharged from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties further obligations hereunder with respect to the ▇▇▇▇▇▇▇ Money Deposit and Money. Provided that the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent in good faith executes the terms hereof, it shall not be bound to release indemnified by the non-prevailing party in any dispute over the ▇▇▇▇▇▇▇ Money from and deliver against its costs, expenses and liabilities (including reasonable attorney’s fees) in connection with any proceeding in which the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. may become a party or otherwise involved by reason of the Escrow Agent shall have holding the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it ▇▇▇▇▇▇▇ Money in accordance with the advice terms hereof. Notwithstanding anything to the contrary contained in this Section 7.2 or elsewhere in this Agreement, whenever in this Agreement it is provided for the ▇▇▇▇▇▇▇ Money to be returned to Purchaser without the consent or joinder of such counsel. (c) Seller being required and notwithstanding any contrary instructions Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Fundsreceive from Seller, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required hereby agrees to institute legal proceedings of any kind so return the ▇▇▇▇▇▇▇ Money to Purchaser immediately upon written request therefor by Purchaser, and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed Seller, by it to have been signed by the proper partiesits execution below hereby consents thereto.

Escrow. (a) 15.1 At Completion, the Purchaser, the Seller and the Escrow Agent will hold Account Holding Bank shall enter into the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the ClosingAgreement and, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event provisions of clause 14.2(B), the Purchaser has not terminated this Agreement by shall pay, or procure the end payment of, an amount equal to ten per cent (10%) of the Evaluation PeriodCash Consideration (excluding any amount in respect of VAT) in cleared funds into the Escrow Account, to be held in accordance with the terms of this clause 15 and the Escrow Agreement. 15.2 Without prejudice to the terms of any Instruction Letter, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All parties agree that: (A) any interest earned on the ▇▇▇▇▇▇▇ Money Deposit balance of the Escrow Account shall be paid credited to the party entitled balance of the Escrow Account; (B) without prejudice to the ▇▇▇▇▇▇▇ Money Deposit. In terms of the event this Agreement Charge over the Escrow Account, the Seller is terminated prior entitled at all times to the expiration full beneficial interest in the credit balance (including such part of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by credit balance as represents interest) of the Escrow Agent to Purchaser. In Account; and (C) the event Escrow Account Holding Bank shall charge any fees, charges, costs and expenses in connection with the Closing occurs, arrangements under this clause 15 against any interest earned on the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Sellerbalance of the Escrow Account. 15.3 The Seller shall, and Purchaser shall receive a credit against procure that the Purchase Price Escrow Account Holding Bank shall (save to the extent created pursuant to the Charge over Escrow Account): (A) not create or have outstanding any security interest over all or any part of the Seller’s interest in the amount Escrow Account; (B) not transfer, assign or otherwise dispose of all or any part of the ▇▇▇▇▇▇▇ Money DepositSeller’s interest in the Escrow Account; and (C) ensure that the Seller’s interest is and remains free from any other Encumbrance, right of set-off or counterclaim. 15.4 No payment shall be made out of the Escrow Account other than in accordance with the interestprovisions of this clause 15. In all instancesAll payments out of the Escrow Account shall be made without deduction or withholding unless such deduction or withholding is required by Law. 15.5 Each of the parties agrees to deliver such Instruction Letters to the Escrow Account Holding Bank, and to take such other actions, as may be necessary to enable and instruct the Escrow Agent shall not release Account Holding Bank to deal with the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release Account in accordance with the ▇▇▇▇▇▇▇ Money Deposit and has given the other party provisions of this clause 15. 15.6 Within five (5) Business Days to disputeafter the date of agreement or, as applicable, determination of any Settled Indemnity Claim or Determined Indemnity Claim, or consent tofive (5) Business Days before amounts become due and payable in accordance with clause 10 of the Tax Covenant, the release Seller and the Purchaser shall execute and issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit to the Purchaser (to such bank account or accounts as the Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank) an amount equal to the Amount Payable with respect to such Settled Indemnity Claim or Determined Indemnity Claim or the amounts due and payable in accordance with clause 10 of the ▇▇▇▇▇▇▇ Money Deposit, provided thatTax Covenant (or, if the Closing occursamount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable in accordance with clause 10 of the Tax Covenant in full, the ▇▇▇▇▇▇▇ Money Deposit amount standing to the credit of the Escrow Account). [***] Information has been omitted and interest thereon will be applied as set forth above on filed separately with the Closing DateSecurities and Exchange Commission. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties Confidential Treatment has been requested with respect to the ▇▇▇▇▇▇▇ Money Deposit omitted portions. 15.7 Subject to sub-clauses 15.8 and 15.9, if there is any amount remaining in the Escrow Account following the date which is thirty six (36) months after the Completion Date after retaining an amount equal to the Escrow Indemnity Claim Value (as defined in sub-clause 15.8), the Seller and the interest earned thereon Purchaser shall issue an Instruction Letter to the Escrow Account Holding Bank instructing it to remit such remaining amount to the Seller’s Bank Account (or to such other bank account or accounts as the Seller may nominate from time to time in writing to the Escrow Account Holding Bank). 15.8 Subject to sub-clause 15.9, if, on the date which is thirty six (36) months after the Completion Date, there are any Indemnity Claims or claims under the Tax Covenant which have been notified to the Seller but which have not become Settled Indemnity Claims or Determined Indemnity Claims or due and payable under clause 10 of the Tax Covenant (such Indemnity Claims and claims under the Tax Covenant being “Escrow Indemnity Claims”), the Escrow Account shall remain open and a sum equal to the aggregate value of such Escrow Indemnity Claims in the amount notified in writing to the Seller by the Purchaser (the "ESCROWED FUNDS")“Escrow Indemnity Claim Value”) or, if the balance of the Escrow Agent Account is less than such aggregate value of such Escrow Indemnity Claims, the whole of the amount in the Escrow Account, shall not remain in the Escrow Account and be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds dealt with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with this clause 15 (the advice of such counsel“Extended Retention”). 15.9 Upon any Escrow Indemnity Claim becoming a Determined Indemnity Claim or a Settled Indemnity Claim or due and payable under clause 10 of the Tax Covenant after the date which is thirty six (c36) Escrow Agent months after the Completion Date, the Seller and the Purchaser shall not be required to defend any legal proceeding which may be instituted against it with respect execute and issue an Instruction Letter to the Escrowed FundsEscrow Account Holding Bank as soon as reasonably practicable instructing it to remit: (A) an amount equal to the Amount Payable in respect of that claim or the amount due and payable under clause 10 of the Tax Covenant (or, if the amount standing to the credit of the Escrow Account is insufficient to satisfy the Amount Payable or the amount due and payable under clause 10 of the Tax Covenant in full, the Property amount standing to the credit of the Escrow Account) to the Purchaser (to such bank account or accounts as the subject matter Purchaser may nominate from time to time in writing to the Escrow Account Holding Bank); and (B) the balance standing to the credit of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings Account (if any), after taking full account of any kind and shall have no responsibility for other Escrow Indemnity Claims in respect of which the genuineness Extended Retention is still to apply (if any), to the Seller’s Bank Account (or validity to such other bank account or accounts as the Seller may nominate from time to time in writing to the Escrow Account Holding Bank), in each case within five (5) Business Days after the date of agreement or, as applicable, determination of any document Settled Indemnity Claim or other item deposited with it Determined Indemnity Claim or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting five (5) Business Days before amounts become due and payable in accordance with any written instructions given to it hereunder and believed by it to have been signed by clause 10 of the proper partiesTax Covenant.

Escrow. (a) At the Closing, the Escrow Agent will hold Amount shall be deposited with a person or an institution selected by Buyer with the reasonable consent of the Stockholders, as escrow agent (the "Escrow Agent"), such deposit to constitute the escrow fund (the "Escrow Fund") and to be governed by the terms set forth herein and in the Escrow Agreement. The Escrow Fund shall be available to compensate Buyer pursuant to the indemnification obligations of the Stockholders as set forth in Section 8.2; provided, however, that Buyer may recover Losses in excess of the Escrow Amount directly from M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Money Deposit in respect of breaches of any of the representations and warranties set forth in the third through seventh sentences of Section 2.1 above. The Escrow Fund shall be the initial but not the exclusive recourse of the Buyer in the event the indemnification obligations of M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in respect of breaches of any of the representations and warranties set forth in the third through seventh sentences of Section 2.1 above exceed the amount of the Escrow Fund. (b) The Escrow Agent shall hold the Escrow Fund (or any then remaining portion thereof), subject to any earlier releases of any portion of the Escrow Fund pursuant to Section 8.5(e) below, in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until that date which shall be the earlier of (i) the Closingdate on which the Escrow Agent receives instructions to terminate the escrow and distribute the Escrow Fund signed by each of Buyer and the Stockholders, or and (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end eighteenth (18th) month anniversary of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration date of the Evaluation PeriodClosing Date (the "Termination Date"), the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by provided, however, that if such termination is pursuant to clause (ii) above, the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold and not release after the Escrowed Funds until otherwise directed Termination Date all or a portion of the Escrow Fund equal in a writing signed by all parties hereto or (ii) deposit stated value to the Escrowed Funds with the clerk dollar amount of any court of competent jurisdiction. Upon claim or claims described in any Indemnification Claim Notice that is submitted but not resolved before the Termination Date (such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have amount being referred to as the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel"Disputed Claim Amount"). (c) Within three (3) Business Days after the Termination Date (the "Release Date"), the Escrow Agent shall not release from escrow to the Stockholders, pro rata, all or any then remaining portion of the Escrow Fund, less the Disputed Claim Amount, if applicable. The Escrow Agent shall in all events release all of the remaining Escrow Fund (including the Disputed Claim Amount) on or before that date that shall be required three (3) months after the Release Date (the "Disputed Claim Release Date") unless on or prior to defend the Disputed Claim Release Date, the parties to this Agreement (other than the Escrow Agent) shall have (i) resolved any legal proceeding which may be instituted against it dispute by settlement and provided the Escrow Agent with mutually executed delivery instructions with respect to the Escrowed Fundsportion of the Escrow Fund then held by the Escrow Agent, of (ii) any party shall have commenced a legal action or arbitration to resolve such dispute, in which case the Escrow Agent shall continue to hold any then remaining portion of the Escrow Fund (including the Disputed Claim Amount) until such action or arbitration is concluded. (d) The Escrow Fund, or any beneficial interest therein, may not be pledged, sold, assigned or transferred, including by operation of law, by any Stockholder or be taken or reached by any legal or equitable process in satisfaction of debt or other liability of any Stockholder, prior to the delivery to the Stockholders of the Escrow Fund by the Escrow Agent as provided herein. (e) At any time after the Closing, Buyer may give written notice to the Stockholders and Escrow Agent that Buyer claims all or any part of the Escrow Fund in satisfaction of any damages for which Buyer is entitled to be indemnified pursuant to this Agreement (such claim is herein referred to as an "Indemnification Claim" and any such written notice of a claim is hereinafter referred to as an "Indemnification Claim Notice"). The Indemnification Claim Notice shall set forth in reasonable detail: (i) the nature of the Indemnification Claim; and (ii) the amount of the Indemnification Claim (hereinafter referred to as the "Indemnification Claim Amount"). In the event Buyer gives any Indemnification Claim Notice to Escrow Agent, Buyer shall also give such Notice to the Stockholders at the same time such Notice is given to the Escrow Agent. Within fifteen (15) calendar days following receipt of an Indemnification Claim Notice which specifies the amount of the Indemnification Claim, Escrow Agent shall charge the Escrow Fund for the Indemnification Claim Amount and pay to Buyer the Indemnification Claim Amount unless Escrow Agent receives a written notice from any Stockholder (the “Representative's Notice") objecting to such charge and payment and disputing the Indemnification Claim. The Representative's Notice shall be given to Buyer and Buyer's counsel at the same time the Representative's Notice is given to the Escrow Agent, and shall set forth (i) the amount of the Indemnification Claim Amount in dispute, (ii) the amount of the Indemnification Claim not in dispute, and (iii) in reasonable detail the basis for the dispute. In the event of such a dispute, the Property Escrow Agent shall pay to Buyer that portion of the Indemnification Claim Amount which is not in dispute, if any, and Buyer and the Stockholder giving the Representative Notice shall use commercially reasonable efforts to mutually resolve the dispute within ten (10) days of Buyer's receipt of the Representative's Notice. In the event such resolution does not occur within said ten-day time period, the dispute shall be promptly submitted to binding arbitration, conducted in accordance with the Commercial Rules of the American Arbitration Association, to determine which Party is entitled to the disputed portion of the Indemnification Claim Amount; provided, however, that if the disputed amount is greater than $500,000, either Party shall have the option, prior to the commencement of arbitration proceedings, to pursue and obtain resolution of such dispute and determination through litigation. The disputed portion of the Indemnification Claim Amount shall then be paid by the Escrow Agent pursuant to the arbitrators' award or judgment of the court, as the case may be. In resolving such dispute, the arbitrator or the subject matter court, as the case may be, shall determine the "prevailing party" for purposes of Section 11.5 below. Any amount paid to Buyer from the Escrow Fund pursuant to the foregoing provisions of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected deemed a reduction in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesPurchase Price.

Escrow. (a) Subject to the provisions of Section 4.1 above, Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with including the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its their tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇ for ▇▇▇▇▇▇ Realty, and ▇▇-▇▇▇▇▇▇▇ for Folsom Realty. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdictionthe Denver District Court. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement, but if not refunded in accordance with this Agreement shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated due to a Purchaser default, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller in accordance with the interestSection 13.2. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its the tax identification number, number for purposes of reporting the interest earnings, earnings of Centennial Acquisition Company is ▇▇-▇▇▇▇▇▇▇. Seller represents that its , and the tax identification number, number for purposes of reporting the interest earnings, earnings of Waramaug Acquisition Corp. is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold At the ▇▇▇Closing, Buyer shall deliver to W▇▇▇▇ Money Deposit Fargo Bank, National Association, as escrow agent (the “Escrow Agent”), the Escrow Amount by wire transfer of immediately available funds to an account or accounts designated by the Escrow Agent for this purpose (the “Escrow Account”). The Escrow Amount will be held in escrow in an interest-bearing account the Escrow Account and distributed in accordance with the terms and conditions of the type generally used by Escrow Agent for Agreement (the holding of escrow funds until the earlier of “Escrow Agreement”), which shall provide, among other things, that (i) the ClosingEscrow Amount will be available to satisfy any amounts owed by the Seller to Buyer under this Agreement, or (ii) within twelve (12) business days after the termination of this Final Closing Statement becomes final and binding on the parties, any amounts remaining in the Escrow Account not subject to a claim pursuant to the Escrow Agreement in accordance with excess of Two Million Two Hundred Thousand Dollars ($2,200,000) (plus the associated interest accrued thereon) after giving effect to any right hereunder. In payments made or to be made from the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit Escrow Account prior to such date shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid distributed to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price (iii) any amounts remaining in the amount of Escrow Account and not subject to a claim pursuant to the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five Agreement after eighteen (518) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if months from the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will Date shall be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect distributed to the ▇▇▇▇▇▇▇ Money Deposit and Seller. All disbursements from the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent Account shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it made in accordance with the advice terms of such counselthe Escrow Agreement. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) At the Closing, or (ii) the termination Buyer will deposit the Escrow Cash, without any act of this Agreement the Seller, into the Escrow Fund to be governed by the terms set forth herein. The Escrow Cash may be invested as jointly directed in accordance with any right hereunderwriting by the Buyer and the Seller from time to time. In the event Purchaser has not terminated this Agreement by the end absence of the Evaluation Periodjoint written instructions, the ▇▇▇▇▇▇▇ Money Deposit Escrow Cash shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned invested by the Escrow Agent to Purchaserin a U.S. Bank, National Association, money market deposit account, as more fully described on Exhibit H hereto. In Any interest, earnings and income that accrue upon the event Escrow Cash during the Closing occurs, period of time during which the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price Escrow Cash is held in the amount Escrow Fund shall be deemed to be part of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Fund. (b) Subject to the following requirements, the Escrow Fund shall remain in existence through and until that date that is eighteen (18) months following the Closing Date (the “Escrow Period”); provided, however, that the Escrow Fund shall terminate in advance of the aforementioned Escrow Period in the event that the aggregate amount disbursed from the Escrow Fund to the Buyer reaches the full amount of the Escrow Cash. Upon the expiration of the Escrow Period, and within ten (10) business days thereafter, any and all of the remaining Escrow Cash shall be released from the Escrow Fund to the Seller after accounting for (i) all amounts theretofore validly distributed out of the Escrow Fund to the Indemnified Parties pursuant to this Article VIII and (ii) the retention of an amount of Escrow Cash equal to such portion of the remaining Escrow Fund which, subject to the objection of the Indemnifying Parties and the subsequent arbitration of the matter in a manner consistent with this Article VIII, is necessary to satisfy any unsatisfied claims specified in any Damages Certificate (as defined in Section 8.4(c)) delivered to the Indemnifying Parties prior to the end of the Escrow Period, which amount shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. As soon as such claims have been resolved (such resolution to be evidenced by the written agreement of the Buyer and the Indemnifying Parties or the written decision of the arbitrators as described below), and within two (2) business days thereafter, the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect deliver to the ▇▇▇▇▇▇▇ Money Deposit and Seller the interest earned thereon (remaining portion of the "ESCROWED FUNDS"), Escrow Agent shall Fund not be bound required to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of satisfy any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselremaining claims. (c) In the event that any Indemnified Party has incurred or sustained Damages or reasonably anticipates that it will incur or sustain Damages, the Indemnified Party shall promptly deliver to the Indemnifying Parties and the Escrow Agent a certificate signed by any officer of the Indemnified Party (a “Damages Certificate”) (i) stating that the Indemnified Party has incurred or sustained Damages or reasonably anticipates that it could incur or sustain Damages, (ii) specifying in reasonable detail the individual items of Damages included or the basis for such anticipated liability and (iii) providing a reasonable estimate of the total amount sought in connection with the Damages. (d) The Indemnifying Parties shall have twenty (20) days following their receipt of a Damages Certificate (the “Objection Period”) to object to any claim or claims made in a Damages Certificate. In the event that the Indemnifying Parties have not objected within the Objection Period to a Damages Certificate, then the Escrow Agent shall remit to the Indemnified Party an amount of Escrow Cash that is equal to the amount set forth in such Damages Certificate and the Escrow Fund shall be reduced by such amount. In the event that the Indemnifying Parties so object within the Objection Period, such objection must be in the form of a certificate signed by the Indemnifying Parties or its authorized member or manager and delivered to the Indemnified Party and the Escrow Agent (an “Objection Certificate”), which certificate shall set forth the item or items of Damages in the Damages Certificate to which the Indemnifying Parties are objecting and a reasonable basis for each such objection. (e) For a period of fifteen (15) days after the delivery of an Objection Certificate, the Indemnified Party and the Indemnifying Parties shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims as are objected to therein. If such an agreement is reached as to all or any portion of the Damages that are subject to the Objection Certificate, then a memorandum setting forth such agreement shall be prepared and signed by both Parties and, where an Indemnified Party is entitled to be compensated from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum. If no such agreement can be reached after good faith negotiation, either the Indemnifying Parties or the Indemnified Parties may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be required commenced until such amount is ascertained or both Parties agree to defend arbitration; and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnifying Parties and the Indemnified Parties. In the event that within 45 days after submission of any dispute to arbitrators the Indemnifying Parties and the Indemnified Parties cannot mutually agree on one arbitrator, the Indemnifying Parties and the Indemnified Parties shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrator or arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrator or a majority of the three arbitrators, as the case may be, to discover relevant information from the opposing Parties about the subject matter of the dispute. The arbitrator or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including reasonable legal proceeding fees and costs, to the same extent as a competent court of law or equity, should the arbitrator or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim objected to in such Objection Certificate shall be binding and conclusive upon the Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). (f) Judgment upon any award rendered by the arbitrators may be instituted against it entered in any court having jurisdiction. Any such arbitration shall be held in Austin, Texas, under the rules then in effect of the American Arbitration Association. The payment of all fees and expenses of the Parties to any such arbitration, as well as the fees of the arbitrator(s) and the administrative fee of the American Arbitration Association, shall be payable in accordance with Section 9.10. (g) For federal and state income tax purposes, the Buyer, the Seller and the Escrow Agent agree to treat the Escrow Fund in the following manner: (i) the Seller shall be treated as the owner of the Escrow Fund and thus shall take into account in filing its income tax returns all items of income, gain, loss and deduction with respect to the Escrowed FundsEscrow Fund, and (ii) the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for report the genuineness or validity of any document or other item deposited with it or income on the collectibility of any check delivered in connection with this Agreement. Escrow Fund on IRS Form 1099 showing the Escrow Agent as payor and the Seller as payee. From and after the determination date, the Buyer and the Seller shall be fully protected treated for tax purposes as the owners of their respective portion of the Escrow Fund as set forth in acting a statement provided to the Escrow Agent, and thus each of the Buyer and the Seller shall take into account in accordance filing its income tax returns its share of the items of income, gain, loss and deduction with respect to the Escrow Fund. Any amount distributed from the Escrow Fund to the Seller shall be treated as a payment pursuant to the Buyer’s obligation to the Seller arising from the Seller’s sale of property to which the installment sale provisions of section 453 of the Code and the unstated interest provisions of section 483 or 1274 of the Code apply. Each of the Buyer and the Seller shall provide the Escrow Agent with a completed IRS Form W-9 indicating its taxpayer identification number. Neither the Buyer nor the Seller shall take any written instructions given to it hereunder and believed by it to have been signed by position for federal or state income Tax purposes that is inconsistent with the proper partiesprovisions of this Section 8.4(g).

Escrow. (a) The Closing shall be through an escrow with the Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderthe provisions of the Escrow Agreement. In The Escrow Agent shall provide all escrow and services in connection with the event Purchaser has not terminated this Agreement purchase of the Concession, including establishing the escrow into which the Deposits will be made, as provided in Section 2 (the "Escrow Services”). The fee for the Escrow Services shall be $2,000.00 and shall be paid by the end Purchaser (the “Escrow Services Fee”). Upon expiration of the Evaluation Due Diligence Period, Purchaser shall pay to the ▇▇▇▇▇▇▇ Money Deposit shall be Escrow Agent twenty percent (20%) of the Escrow Services Fee, which amount is non-refundable to Purchaser, but and may be taken out of the Deposits. The remainder of the Escrow Services Fee shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit due and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above payable on the Closing Date. Purchaser represents that its tax identification numberand Seller shall pay for all other Closing costs as set forth in Exhibit D. Purchaser and Seller will each pay for their own attorneys' fees. Closing, for purposes as provided in Section 5, shall occur after deposits in the full amount of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any Purchase Price and all claims, damages, losses or expenses arising in connection herewithclosing costs have been made. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenienceFunds shall be disbursed upon Closing. In the event Escrow Agent receives written notice of a dispute conflict between the parties with respect to provisions of the ▇▇▇▇▇▇▇ Money Deposit Escrow Agreement and this Agreement, the interest earned thereon (the "ESCROWED FUNDS")provisions of this Agreement shall be controlling. Purchaser and Seller, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto through their attorneys or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such depositotherwise, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel inspect all documents prior to or at or after the time of its own choosing (if it deems their deposit into the escrow, but such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent examination shall be fully protected in acting in accordance commenced and carried forward with any written instructions given all due diligence so as not to it hereunder and believed by it to have been signed by delay or impede the proper partiesClosing.

Escrow. (a) Subject to the provisions of Section 4.1 above, Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with including the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is [▇▇-▇▇▇▇▇▇▇]. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdictionthe Denver District Court. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will shall hold the ▇▇▇▇▇▇▇ Money Deposit Money, together with all interest earned thereon, in its interest bearing escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closingaccount, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by following: (a) Escrow Agent shall hold the end of the Evaluation Period▇▇▇▇▇▇▇ Money, together with all interest earned thereon, in Escrow Agent's escrow account, and shall cause the ▇▇▇▇▇▇▇ Money Deposit to earn interest at then prevailing insured money market rates on deposits of similar size. Escrow Agent shall be non-refundable have no liability for any fluctuations in the interest rate paid in respect of the ▇▇▇▇▇▇▇ Money, and is not a guarantor thereof. (b) If Escrow Agent receives a written notice signed by both Seller and Purchaser stating that the Closing has occurred and that Seller is entitled to Purchaserreceive the ▇▇▇▇▇▇▇ Money, but Escrow Agent shall be credited against deliver the Purchase Price at ▇▇▇▇▇▇▇ Money, together with the Closing. All interest earned on thereon to Seller. If Escrow Agent receives a written notice signed by both Seller and Purchaser that this Agreement has been terminated or canceled, Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money, together with the interest thereon, as directed therein. (c) If Escrow Agent receives a written request signed by Purchaser or Seller (the "NOTICING PARTY") stating that this Agreement has been canceled or terminated and that the Noticing Party is entitled to the ▇▇▇▇▇▇▇ Money, Credit, or that the other party hereto (the "NON-NOTICING PARTY") has defaulted in the performance of its obligations hereunder, Escrow Agent shall mail (by certified mail, return receipt requested) a copy of such request to the Non-Noticing Party. The Non-Noticing Party shall have the right to object to such request for the ▇▇▇▇▇▇▇ Money Deposit shall be paid by written notice of objection delivered to and received by Escrow Agent not more than ten (10) Business Days after the date of Escrow Agent's mailing of such copy to the party Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a written notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money, together with the interest earned thereon, to the Noticing Party. If Escrow Agent shall have received a written notice of objection within the time herein prescribed, Escrow Agent shall not comply with any requests or demands on it and shall continue to hold the ▇▇▇▇▇▇▇ Money, together with any interest earned thereon, until Escrow Agent receives either (i) a written notice signed by both Seller and Purchaser stating who is entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration (and interest) or (ii) a final order of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount court of competent jurisdiction directing disbursement of the ▇▇▇▇▇▇▇ Money Deposit(and interest) in a specific manner, with the interest. In all instances, in either of which events Escrow Agent shall not release then disburse the ▇▇▇▇▇▇▇ Money Deposit to either party until Money, together with the interest earned thereon, in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has been requested received a direction of the nature described in subdivision (i) or (ii) above. (d) Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Seller and/or Purchaser to release Escrow Agent, provided for in this PARAGRAPH 14 shall be addressed to the ▇▇▇▇▇▇▇ Money Deposit party to receive such notice at its notice address set forth in PARAGRAPH 12 above (with copies to be similarly sent to the additional persons therein indicated), but the provisions of PARAGRAPH 12 relating to the manner of giving notices and has given the other party five effective dates thereof shall have no application to the provisions of this PARAGRAPH 14. (5e) Business Days to disputeNotwithstanding the foregoing, if Escrow Agent shall have received a written notice of objection as provided for in PARAGRAPH 14 (C) above within the time therein prescribed, or consent to, the release shall have received at any time before actual disbursement of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives a written notice of a dispute between the parties with respect signed by either Seller or Purchaser disputing entitlement to the ▇▇▇▇▇▇▇ Money Deposit and or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the interest earned thereon parties hereto over entitlement to the ▇▇▇▇▇▇▇ Money (the "ESCROWED FUNDS"whether or not litigation has been instituted), Escrow Agent shall not be bound have the right, upon written notice to release both Seller and deliver the Escrowed Funds to either party but may either Purchaser, (i) continue to hold deposit the Escrowed Funds until otherwise directed ▇▇▇▇▇▇▇ Money, together with the interest earned thereon, with the Clerk of the Court in a writing signed by all parties hereto or which any litigation is pending and/or (ii) deposit to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent, including, without limitation, the Escrowed Funds depositing of the ▇▇▇▇▇▇▇ Money, together with the clerk of any interest earned thereon, with a court of competent jurisdiction. Upon such depositjurisdiction and the commencement of an action for interpleader, Escrow Agent will the costs thereof to be released from all duties borne by whichever of Seller or Purchaser is the losing party, and responsibilities hereunder. thereupon Escrow Agent shall have the right be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. (f) Escrow Agent is acting hereunder without charge as an accommodation to consult with separate counsel of its own choosing (if Purchaser and Seller, it deems such consultation advisable) being understood and agreed that Escrow Agent shall not be liable for any action taken, suffered error in judgment or any act done or omitted by it in accordance good faith or pursuant to court order, or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney's fees (either paid to retained attorneys or, representing the fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, including the cost and expense of defending itself against any claim arising hereunder. (g) Escrow Agent may act or refrain from acting in respect of any matter referred to in this Agreement in full reliance upon and with the advice of counsel selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from acting upon the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the The ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but except as otherwise set forth herein, and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit as follows: (i) if requested by Seller, then upon Seller’s written demand therefore stating that Purchaser defaulted in the performance of Purchaser’s obligations to close under this Agreement and has given the other party facts and circumstances forming the basis of such default and (ii) if requested by Purchaser, then upon Purchaser’s written demand therefore, stating that Seller defaulted in the performance of Seller’s obligations to close under this Agreement and the facts and circumstances forming the basis of such default; provided, that, in neither case shall Escrow Agent release the ▇▇▇▇▇▇▇ Money Deposit until five (5) Business Days following Escrow Agent’s delivery of such written demand to disputethe non-requesting party; provided, or consent tofurther, that if during such five (5) Business Days period, the non-requesting party shall have delivered to Escrow Agent a written dispute to the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit unless it receives further written direction signed by Seller and interest thereon will be applied Purchaser. If no written dispute is so delivered, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit as set forth above on the Closing Datedirected. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller Harsimus represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇, and Columbia represents that its tax identification number, for purposes of reporting interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) The Escrow Agent will hold shall deposit the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interesta non-interest bearing account account. The Deposit shall not bear interest to the benefit of either Buyer or Seller. The Escrow Agent shall disburse the Deposit as follows: (1) A sum equal to the Deposit, to the Seller at the Closing; (2) All of the type generally used by funds held as the Deposit, to Buyer, if Buyer elects to terminate this Agreement pursuant to its rights in Paragraph 8(i) or Paragraph 9(c). (3) In accordance with the joint written instructions of Buyer and Seller; (4) In response to a written demand to Escrow Agent by the Seller claiming that Seller is entitled to receive payment of the Deposit pursuant to this Agreement and stating the basis for such claim by the holding of escrow funds until the earlier of Seller (a “Seller Demand Notice”), provided that (i) Escrow Agent shall have given notice to Buyer of receipt of the Closing, or Seller Demand Notice (together with a copy of the Seller Demand Notice) within ten (10) business days after receipt of the Seller Demand Notice and (ii) the termination within ten (10) business days of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent giving such notice to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instancesBuyer, Escrow Agent shall not release have received a written notice from Buyer that Buyer disputes Seller’s claim for payment of the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five Deposit; and (5) Business Days In response to dispute, or consent to, a written demand to Escrow Agent by the release Buyer claiming that Buyer is entitled to receive payment of the ▇▇▇▇▇▇▇ Money DepositDeposit pursuant to this Agreement and stating the basis for such claim by the Buyer (a “Buyer Demand Notice”), provided thatthat (i) Escrow Agent shall have given notice to Seller of receipt of the Buyer Demand Notice (together with a copy of the Buyer Demand Notice) within ten (10) business days after receipt of the Buyer Demand Notice and (ii) within ten (10) business days of the Escrow Agent giving such notice to Seller, if Escrow Agent shall not have received a written notice from Seller that Seller disputes Buyer’s claim for payment of the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Deposit. (b) Upon delivery of the balance of the Deposit as provided herein, the Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Deposit. (c) The Escrow Agent, provided that the Escrow Agent is acting in good faith, may conclusively presume the genuineness of all signatures on documents and instruments that the Escrow Agent receives and the authority of any person purporting to act on behalf of a party that is not a natural person. The Escrow Agent shall have no liability hereunder other than for acts or omissions of the Escrow Agent that constitute gross negligence, bad faith or willful misconduct. (d) The duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature. The Escrow Agent shall neither be responsible for or under, nor chargeable with knowledge of, the terms and conditions of any other agreement, instrument or document in connection herewith, including, without limitation, the other provisions of this Agreement, and shall be required to act in respect of the Deposit only as provided in Paragraph 3 of this Agreement. Paragraph 3 of this Agreement sets forth all the obligations of the Escrow Agent with respect to any and all matters pertinent to the escrow contemplated hereunder and no additional obligations of the Escrow Agent shall be implied from the terms of this Agreement or any other agreement. The Escrow Agent shall incur no liability in connection with the discharge of its obligations under this Agreement or otherwise in connection therewith, except such liability as may arise under applicable laws or rules of professional conduct applicable to the Escrow Agent. The Escrow Agent shall not be liable or responsible for the collection of the proceeds of any check payable or endorsed to any party the Escrow Agent hereunder. Buyer and Seller hereby certify that they are aware that the Federal Deposit Insurance Corporation (“FDIC”) coverages applies only to a maximum amount of $100,000 for each individual depositor and that they are aware that the Escrow Agent assumes no responsibility for, nor will they hold the Escrow Agent liable for any act or omission, except for bad faith, gross negligence or willful misconduct, and loss occurring which arises from the parties agree to indemnify fact that the amount held by the Escrow Agent in any account may cause the aggregate amount of any individual depositors accounts to exceed $100,000.00 and hold that the excess amount is not insured by the FDIC. (e) The Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) choice and shall not be liable for any action taken, suffered taken or omitted to be taken by it the Escrow Agent in accordance with the advice of such counsel. (c) . The Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by the Escrow Agent. The Escrow Agent is acting as a stakeholder only with respect to the Deposit. If any dispute arises as to whether the Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom all or any portion of the Deposit is to be delivered, the Escrow Agent shall not be required to defend make any legal proceeding delivery, but in such event the Escrow Agent may hold the Deposit until receipt by the Escrow Agent of instructions in writing, signed by all parties which may be instituted against it with respect have, or claim to have, an interest in the Escrowed FundsDeposit, directing the disposition of the Deposit, or in the absence of such authorization, the Property Escrow Agent may (i) hold the Deposit until receipt of a certified copy of a final judgment of a court of competent jurisdiction providing for the disposition of the Deposit or (ii) deposit, at any time, the subject matter Deposit in the registry of this Agreement unless requested to do so by Purchaser or a court of competent jurisdiction and commence an action in the nature of an interpleader for a determination of the respective rights of Seller and is indemnified to its satisfaction against Buyer in the cost Deposit and, in such case, recover the Escrow Agent’s costs and expense of such defense. expenses, including a reasonable attorney’s fee; provided, however, that notwithstanding the foregoing, the Escrow Agent may, but shall not be required to to, institute legal proceedings of any kind kind. The Escrow Agent may require, as a condition to the disposition of the Deposit pursuant to written instructions an indemnification, in form and shall have no responsibility for substance satisfactory to the genuineness Escrow Agent, from each party providing such instructions. (f) Seller and Buyer, jointly and severally, agree to reimburse the Escrow Agent on demand for, and to indemnify and hold the Escrow Agent harmless against and with respect to, any and all loss, liability, damage, or validity of any document expense (including, without limitation, attorneys’ fees and costs, including in enforcing the foregoing indemnification) that the Escrow Agent may suffer or other item deposited with it or the collectibility of any check delivered incur in connection with entering into Paragraph 3 of this AgreementAgreement and performance of its obligations under Paragraph 23 of this Agreement or otherwise in connection therewith, except to the extent such loss, liability, damage or expense arises from the willful misconduct, bad faith or gross negligence of the Escrow Agent. Without in any way limiting the foregoing, in connection with any dispute involving disbursement of the Deposit, the Escrow Agent shall be fully protected reimbursed for the cost of all reasonable legal fees and costs incurred by it in acting in good faith, as the Escrow Agent hereunder. To the extent that any loss, cost, expense and/or damage has been asserted against, imposed upon or incurred by Escrow Agent hereunder (and so long as Escrow Agent has not committed an act of gross negligence or willful misconduct), as a result of a breach of this Agreement by Seller or Buyer, Seller and Buyer hereby agree that such breaching party shall be solely responsible for reimbursing Escrow Agent for such loss, cost expense and/or damage. (g) The Escrow Agent and any successor escrow agent, upon fifteen (15) business days’ notice in writing to all parties, may at any time resign as such by delivering the Deposit to either (i) any successor escrow agent designated in writing by all the parties hereto (other than the Escrow Agent), or (ii) any court having competent jurisdiction. Upon its resignation and delivery of the Deposit as set forth in this Paragraph 23, the Escrow Agent shall be discharged of, and from, any and all further obligations arising in connection with the escrow contemplated by this Agreement. (h) The provisions of Paragraph 23 of this Agreement shall be governed by and construed and enforced in accordance with any written instructions given the laws of the State of New York. All actions against the Escrow Agent arising under or relating to it hereunder and believed by it to have been signed by this Agreement shall be brought against the proper partiesEscrow Agent exclusively in the Albany County Supreme Court of the State of New York. (i) TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ESCROW AGENT ENTERING INTO THIS AGREEMENT.

Escrow. (a) Escrow Agent will hold In connection with the transactions contemplated in this Second Amendment, Shum▇▇▇▇, ▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the op & Kend▇▇▇▇, ▇▇P (the "Escrow Agent") has agreed to serve as escrow agent to hold certain funds, if any, required to be deposited by NVIC with the Escrow Agent pursuant to the terms of Section 2(d) hereof and the Escrow Stock to be deposited by NVIC with the Escrow Agent pursuant to the terms of Section 2(b) hereof. The Escrow Agent shall hold the Escrow Funds in an interest bearing account at a nationally chartered financial institution and shall, from time to time, disburse the balance of such account or a portion thereof to either Manc▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid Keny▇▇ & ▇eny▇▇ ▇▇ NVIC as required pursuant to the party entitled terms hereof. The Escrow Agent shall hold certificates representing the Escrow Stock in a secure location and shall, from time to the ▇▇▇▇time, deliver such certificates to either Manc▇▇▇ Money Deposit. In the event this Agreement is terminated prior ▇▇ NVIC as required pursuant to the expiration terms hereof. The liability of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent hereunder shall be limited to Purchasercompliance with its obligations under this Second Amendment. In no event shall the event Escrow Agent have any liability with respect to any judgment against any party other than to comply with any order of any court with respect to any assets in the Closing occurscustody of the Escrow Agent. NVIC shall indemnify, defend and hold the ▇▇▇▇▇▇▇ Money Deposit Escrow Agent harmless from and against any and all interest accrued thereon will be released to Sellerclaims arising out of, and Purchaser shall receive a credit against the Purchase Price resulting from or in the amount of the ▇▇▇▇▇▇▇ Money Deposit, any way connected with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release Agent's performance of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omissionduties hereunder, except for bad faith, such acts of the Escrow Agent as shall constitute gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the Manc▇▇▇ ▇▇▇▇▇▇▇ Money Deposit enants and agrees that he shall not assert any claims or institute any proceedings against the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed arising out of, resulting from or in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds any way connected with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel Agent's performance of its own choosing (duties hereunder, except for such acts of the Escrow Agent, if it deems such consultation advisable) and shall not be liable for any action takenany, suffered as constitute gross negligence or omitted by it in accordance with the advice of such counselwillful misconduct. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) The party acting as Escrow Agent will is authorized and agrees to hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account accordance with the terms and conditions of this Contract. Any interest earned on the type generally used by Deposit is paid to the Florida Bar. Checks issued for the Deposit will be deposited promptly for clearance. The Escrow Agent shall not be held responsible for the holding nonpayment of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderchecks received. In the event Purchaser has not terminated Escrow Agent is in doubt as to its duties and liabilities under the provisions of the Agreement, it may in its sole discretion continue to hold the monies which are the subject of the escrow until Buyer and Seller mutually agree to the disbursement thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or it may deposit all the monies then held in escrow pursuant to this Agreement by with the end clerk of the Evaluation Periodcourt having jurisdiction of the dispute, the ▇▇▇▇▇▇▇ Money Deposit and upon notifying all parties concerned of such action, all liability on its part shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid fully cease and terminate except to the party entitled to the ▇▇▇▇▇▇▇ Money Depositextent of accounting for any monies theretofore delivered out of escrow. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit any suit between Buyer and all interest accrued thereon will be returned by Seller wherein the Escrow Agent to Purchaser. In is made a party by virtue of acting as escrow agent hereunder or in the event of any suit wherein the Closing occurs, Escrow Agent interpleads the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount subject matter of the ▇▇▇▇▇▇▇ Money Depositescrow, with the interest. In all instancesit shall be entitled to recover a reasonable attorneys, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit fee and costs incurred, said fees and costs to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit be charged and has given the other party five (5) Business Days to dispute, or consent to, the release assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if prevailing party. All parties agree that the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party or person whosoever for any act misdelivery to Buyer or omissionSeller of monies subject to the escrow, except for bad faith, unless such misdelivery shall be due to willful breach of the Agreement or gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of on its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselpart. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. At the Closing, Purchaser shall, in addition to any other reductions to the Purchase Price paid at Closing to be made pursuant to this ARTICLE II, if any, withhold Fifteen Million Dollars (a$15,000,000) (the "ESCROW AMOUNT") from the Purchase Price paid at Closing, which Escrow Agent will hold Amount shall be delivered to the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for deposit into a separate escrow account (the holding "ESCROW ACCOUNT"). The Escrow Amount shall be held pursuant to the provisions of escrow funds until Escrow Agreement. The Escrow Amount will be available to compensate Purchaser for Losses as provided in ARTICLE X, subject to the earlier of terms, conditions and limitations in the Escrow Agreement. On the six (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end 6)-month anniversary of the Evaluation PeriodClosing Date, Seven Million Five-Hundred Thousand Dollars ($7,500,000) (or such lesser amount then remaining in the ▇▇▇▇▇▇▇ Money Deposit Escrow Account) shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by released from the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released Account to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided PROVIDED that, if any good faith claims for indemnification by Purchaser have been made pursuant to this Agreement and remain unresolved at such time and an amount equal to such unresolved good faith claims would not remain in the Closing occursEscrow Account following such release from the Escrow Account, an amount equal to such good faith claims shall remain in the ▇▇▇▇▇▇▇ Money Deposit Escrow Account and interest thereon will all other amounts in the Escrow Account at such time, up to a maximum of Seven Million Five-Hundred Thousand Dollars ($7,500,000), shall be applied as set forth above on released from the Escrow Account to Seller. On the one (1)-year anniversary of the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting all amounts then remaining in the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent Account shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. the Escrow Agent shall Account to Seller, PROVIDED that, if any good faith claims for indemnification by Purchaser have the right been made pursuant to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested and remain unresolved at such time, an amount equal to do so by Purchaser or Seller such good faith claims shall remain in the Escrow Account and is indemnified to its satisfaction against all other amounts in the cost and expense of Escrow Account at such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent time shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by released from the proper parties.Escrow Account to

Escrow. (a) On the Closing Date, the Buyer shall deliver to the Escrow Agent will hold the General Escrow Merger Consideration and the Tax Escrow Merger Consideration deliverable pursuant to Section 1.5, for the purpose of securing the applicable indemnification obligations of the Indemnifying Shareholders set forth in this Agreement. The General Escrow Merger Consideration and the Tax Escrow Merger Consideration shall be held by the Escrow Agent under the General Escrow Agreement and the Tax Escrow Agreement, respectively, pursuant to the terms thereof. The Escrow Merger Consideration shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreements. (b) The adoption of this Agreement and the approval of the Merger by the shareholders of the Company shall constitute approval of the Escrow Agreements and of all of the arrangements relating thereto, including the placement of the Escrow Merger Consideration in escrow and the appointment and authority of the Indemnification Representatives. (c) Notwithstanding the initial allocation in accordance with Section 1.5(e), the Indemnification Representatives shall be entitled to instruct the Escrow Agent to reallocate the amounts held under the General Escrow Agreement and the Tax Escrow Agreement in accordance with that certain letter agreement dated August 12, 2004 between ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing▇. ▇▇▇▇, or (ii) the termination of this Agreement in accordance with any right hereunder▇▇▇▇▇▇ ▇. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation PeriodSummit Partners, the ▇▇▇▇▇▇▇ Money Deposit L.P. and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconductparties named therein, and the parties agree Preferred Shareholders and Common Shareholders shall be bound by any determination by the Indemnification Representatives in this regard; provided that such agreement shall not in any manner reduce, delay or impair any distributions to indemnify the Buyer from the General Escrow Agent and hold Agreement or the Tax Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithAgreement pursuant to Article VI hereof. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In determination of the event Escrow Agent receives written notice of a dispute between the parties Indemnification Representatives regarding any such reallocation shall be binding and non-appealable with respect to the ▇▇▇▇▇▇▇ Money Deposit Common Shareholders and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselPreferred Shareholders. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. A. The Deposit shall be held in escrow by Escrow Agent upon the following terms and conditions: (ai) Escrow Agent will hold shall deposit the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of or invest the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, Deposit in a money market or monetary fund; (ii) Escrow Agent shall deliver to Seller the termination of this Agreement in accordance Deposit (together with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Periodall interest thereon, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price if any) at and upon the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event ; and (iii) If this Agreement is terminated prior to in accordance with the expiration terms hereof, or if the Closing does not take place under this Agreement by reason of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent failure of either party to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, comply with the interest. In all instancessuch party's obligations hereunder, Escrow Agent shall not release pay the ▇▇▇▇▇▇▇ Money Deposit (together with all interest thereon, if any) to either party until Seller and/or Purchaser, as the case may be, in accordance with the provisions of this Agreement. B. It is agreed that: (i) The duties of Escrow Agent has been requested by Seller are only as herein specifically provided, and, except for the provisions of Article 16(C) hereof, are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except for its own willful misconduct or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇.gross negligence; (bii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to any party for any act or omissionpay the Deposit; (iii) In the performance of its duties hereunder, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and hold signed by either of the other parties or their successors; (iv) Escrow Agent harmless from may assume that any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written person purporting to give any notice of a dispute between instructions in accordance with the parties with respect provisions hereof has been duly authorized to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon do so; (the "ESCROWED FUNDS"), v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by it, Seller and Purchaser; (vi) Except as otherwise provided in Article 16(C) hereof, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to release this Agreement; (vii) Each of Seller and deliver Purchaser hereby releases and forever discharges Escrow Agent from any liability arising out of any act done or omitted to be done by Escrow Agent in good faith in the Escrowed Funds performance of its duties hereunder; and (viii) Escrow Agent may resign for any reason upon ten (10) days written notice to either party but Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such ten (10) day period, Escrow Agent may either petition a court of competent jurisdiction to name a successor. C. Escrow Agent is acting as a stakeholder only with respect to the Deposit. Escrow Agent, except (i) continue in the event of the Closing, (ii) in connection with a Termination Notice by Purchaser in accordance with Article 10 E. or (iii) if the Deposit is required to be delivered to Purchaser pursuant to Article 20 B., shall not deliver the Deposit except on seven (7) days' prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom such Deposit is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent may hold the Escrowed Funds same until otherwise directed receipt by Escrow Agent of an authorization in a writing writing, signed by all of the parties hereto having any interest in such dispute, directing the disposition of the Deposit (together with all interest thereon, if any), or (ii) deposit in the Escrowed Funds with the clerk absence of any court of competent jurisdiction. Upon such depositauthorization, Escrow Agent will may hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. Notwithstanding the foregoing if Purchaser delivers a Termination Notice in accordance with Article 10 E. or if Purchaser delivers notice to Escrow Agent that the Deposit is required to be released from all duties paid to Purchaser pursuant to Article 20 B. of the Agreement, Seller authorizes and responsibilities hereunderdirects Escrow Agent to immediately deliver the Deposit to Purchaser without the necessity of any prior notice or consent by Seller. If such written authorization is not given or proceedings for such determination are not initiated within thirty (30) days after the date Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice received written notice of such counsel. (c) dispute, and thereafter diligently continued, Escrow Agent shall may, but is not be required to, bring an appropriate action or proceeding for leave to defend any legal proceeding which may be instituted against it deposit the Deposit (together with respect to the Escrowed Fundsall interest thereon, the Property or the subject matter if any), with a court of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of competent jurisdiction pending such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreementdetermination. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder reimbursed for all costs and believed by it to have been signed expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the proper partiesparty determined not to be entitled to the Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with all interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Deposit (if the Deposit is made by check, subject to collection) and will hold the Deposit, in escrow, pursuant to the provisions of this Agreement.

Escrow. (a) Escrow Agent will hold At the ▇▇▇▇▇▇▇ Money Deposit in escrow Closing, cash in an interest-bearing account amount equal to $19 million otherwise payable to the Company Shareholders in the Merger shall be deducted on a pro rata basis from all payments of Merger Consideration to be made to Company Shareholders and shall be delivered to Wilmington Trust Company, as escrow agent (the "Escrow Agent"), under the Escrow Agreement for the creation of an escrow (the "Escrow Account"). Such amount of cash together with any amounts that may be deposited into the Escrow Account as a result of any payments made pursuant to Section 2.9(b) shall be called the "Escrow Amount." As more fully set forth in the Escrow Agreement, and subject to the terms thereof, the Escrow Amount shall be reduced on the dates set forth below (each, a "Release Date") such that the Escrow Amount immediately after such release will be as listed below. It being understood that if the Escrow Amount, on any Release Date, is less than the corresponding amount to which the Escrow Amount is to be reduced, no release of cash shall occur until the next Release Date. 18 months after the Closing Date the sum of $12.5 million plus the Withheld Amounts (as defined below) as of such date 36 months after the Closing Date the sum of $4.0 million plus the Withheld Amounts as of such date On each Release Date, Escrow Amounts, in excess of the type generally used by Reduced Escrow Agent Amount set forth opposite such Release Date shall be distributed to the Representative on behalf of the Company Shareholders. The term "Withheld Amounts" shall mean the aggregate amount, as of the date for the holding of escrow funds until the earlier determination hereof, of (i) all amounts that the ClosingEscrow Agent is then required to pay to Buyer pursuant to the terms of the Escrow Agreement, or plus (ii) the termination all amounts specified in notices of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned claim received by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit as of such date and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇then paid. (b) The Escrow Agent Amount (or any portion thereof) shall not be liable distributed to any party for any act or omissionthe Representative, except for bad faith, gross negligence or willful misconducton behalf of the Company Shareholders, and the parties agree to indemnify Buyer at the time, and upon the terms and conditions set forth in the Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewithAgreement. The parties acknowledge that terms and provisions of the Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit Agreement and the interest earned thereon (transactions contemplated thereby are specific terms of the "ESCROWED FUNDS")Merger, Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties approval and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter adoption of this Agreement unless requested to do so and approval of the Merger by Purchaser or Seller the Company Shareholders shall constitute approval by such Company Shareholders, as specific terms of the Merger, and is indemnified to its satisfaction against the cost and expense irrevocable agreement of such defense. Company Shareholders to be bound by and comply with, the Escrow Agent shall not be required Agreement and all of the arrangements and provisions of this Agreement relating thereto, including without limitation the deposit of the Escrow Amount into the Escrow Account, the indemnification obligations set forth in Article X hereof and the appointment and sole authority to institute legal proceedings act on behalf of any kind the Company Shareholders of the Representative, as provided for herein and shall have no responsibility for in the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Escrow Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-interest bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but except as otherwise set forth herein,, and shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to the Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with including the interest. In all other instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, dispute the release of the ▇▇▇▇▇▇▇ Money Deposit. If no dispute is so delivered, provided that, if the Closing occurs, Escrow Agent shall disburse the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Datedirected. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"“Escrowed Funds”), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At the Closing the Company and the Stockholders, the Purchaser and an escrow agent (which shall be a commercial bank selected by the Purchaser and reasonably acceptable to the Stockholders, shall enter into an escrow agreement (the "Escrow Agent will hold Agreement"), the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account terms of which shall be mutually satisfactory to all of the type generally used by Escrow Agent for the holding parties, pursuant to which a portion of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at having an aggregate Market Value equal to US $2,770,000 (the Closing. All interest earned on "Escrow Amount"), will be delivered by the ▇▇▇▇▇▇▇ Money Deposit shall be paid Stockholders to the party entitled escrow agent (the "Escrow"). The Escrow Agreement shall permit the Company or the Stockholders to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior receive all dividends and other distributions, if any, paid in respect of any Purchaser Shares delivered to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent (the "Escrow Shares") and to Purchaservote all Escrow Shares. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit The Escrow Shares will stand as security for any and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against claims made under this Section 10 by the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇Purchaser. (b) Payment to the Purchaser of any amounts pursuant to this Section 10 shall be delivered to and released by such escrow agent as and when provided pursuant to the Escrow Agent Agreement. The Escrow Agreement shall provide that the number of Escrow Shares released in respect of any Escrow claims shall be determined by using the Closing Date Market Value. The Escrow Agreement shall also provide that promptly upon the expiration of the period ending twelve (12) months from the Closing Date, the escrow agent shall release from the Escrow and deliver to Stockholders the balance of the Escrow Amount, unless a claim against the Escrow is pending at such time, in which event the remaining Escrow Amount not covered by such claim shall be liable released to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, the Stockholders and the parties agree release of the Escrow Amount subject to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In such claim shall occur promptly after the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice resolution of such counselpending claim. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At the Closing, Purchaser shall deposit the Escrow Amount with the Escrow Agent will hold to be held in accordance with the ▇▇terms of this Agreement and the Escrow Agreement. The Escrow Amount shall be available to satisfy H▇▇▇▇▇ Money Deposit FRC’s indemnification obligations pursuant to and in escrow in an interest-bearing account accordance with the provisions of Article IX and this Section 3.3. (b) The interest and proceeds earned on the Escrow Amount are called the “Escrow Income,” and shall accrue to and become part of the type generally used by Escrow Amount. The Escrow Agent for shall pay the holding of escrow funds until the earlier of Escrow Amount as follows: (i) from time to time, to the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end upon joint instructions of the Evaluation Period, the ▇▇Purchaser and H▇▇▇▇▇ Money Deposit shall be non-refundable FRC, for indemnification under Article IX (each claim by a Purchaser Indemnified Person for indemnification, an “Indemnification Claim”); (ii) annually, within 60 days after the end of each calendar year, to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇H▇▇▇▇▇ Money Deposit shall be paid FRC, an amount equal to 40% of the party entitled Escrow Income that constitutes taxable income for United States Federal income Tax purposes for that calendar year; (iii) on the date that is 12 months after the Closing Date (the “Release Date”), to the ▇▇H▇▇▇▇▇ Money Deposit. In FRC, an amount, if greater than zero, equal to any remaining balance of the event Escrow Amount minus the amount of any Indemnification Claim that has been asserted by the Purchaser but not satisfied; and [*] = Certain confidential information contained in this Agreement is terminated prior document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (iv) from time to time after the Release Date, to the expiration of the Evaluation Period, the ▇▇Purchaser or H▇▇▇▇▇ Money Deposit FRC as any Indemnification Claims that were unsatisfied on the Release Date are resolved. (c) The Escrow Income that constitutes taxable income for United States federal income and all interest accrued thereon will be returned by applicable state, local and non-U.S. income Tax purposes and any losses on the Escrow Agent Amount shall be allocated to Purchaser. In the event the Closing occurs, the ▇▇H▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇FRC. (d) H▇▇▇▇▇ Money Deposit, with FRC and the interest. In all instances, Purchaser shall provide instructions to the Escrow Agent shall not release to implement the ▇▇provisions of this Section 3.3, including instructions (i) to pay to a Purchaser Indemnified Person the amount of any Indemnification Claim within 5 days after the claim is accepted, no longer disputed, settled or resolved and (ii) to pay to H▇▇▇▇▇ Money Deposit to either party until FRC within 5 days after the Release Date the remaining balance of the Escrow Agent Amount minus the amount of any Indemnification Claim that has been requested asserted by Seller or the Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇but not satisfied. (be) Any payments from the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect Amount to the ▇▇▇▇▇▇▇ Money Deposit Purchaser under this Section 3.3 shall be treated by the Parties and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect their respective Affiliates as an adjustment to the Escrowed FundsPurchase Price for all applicable income Tax purposes, the Property or the subject matter of this Agreement unless requested to do so otherwise required by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesapplicable Law.

Escrow. (a) 24.1 Escrow Agent will shall hold and disburse the Downpayment in accordance with the following provisions: 24.1.1 Escrow Seller’s attorney (“Escrowee”) shall hold the ▇▇▇Downpayment for Seller’s account in escrow in a ▇▇▇▇ Money Deposit bank account at Capital One Bank N.A. until Closing or sooner termination of this contract and shall pay over or apply the Downpayment in escrow accordance with the terms of this paragraph. Escrowee shall hold the Downpayment in an NON interest-bearing account for the benefit of the type generally used by parties. If the Closing occurs, then Escrow Agent shall deliver the Downpayment to Seller. 24.1.2 If for any reason the holding of escrow funds until the earlier of Closing does not occur, Escrow Agent shall, at its sole option, either (i) deliver to a court of competent jurisdiction the Closing, Downpayment; or (ii) retain the termination Downpayment until one of this Agreement the following events shall have occurred: (a) (b) there shall have been served upon Escrow Agent an order or judgment duly entered in accordance a court of competent jurisdiction setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such order or judgment; or (b) Seller and Purchaser shall have delivered to Escrow Agent a joint statement executed by both Seller and Purchaser setting forth the manner in which the Downpayment is to be paid out and delivered, in which event Escrow Agent shall deliver the Downpayment as set forth in such statement. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any right hereunder. In the event such requests or demands by Seller and Purchaser until and unless it has not terminated this Agreement by the end received a direction of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit nature described above. 24.2 Any notice to Escrow Agent shall be non-refundable sufficient only if received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, but or from Seller and/or Purchaser to Escrow Agent, provided for in this Section 24 shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid addressed to the party entitled to receive such notice at its notice address set forth in Section 15 above (with copies to be similarly sent to the ▇▇▇▇▇▇▇ Money Deposit. In additional persons therein indicated). 24.3 Notwithstanding the event this Agreement is terminated prior foregoing, if Escrow Agent shall have received a notice from either Seller or Purchaser (or the attorney representing either of the parties) disputing entitlement to the expiration of Downpayment or shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the Evaluation Period, parties hereto over entitlement to the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instancesDownpayment (whether or not litigation has been instituted), Escrow Agent shall not release have the ▇▇▇▇▇▇▇ Money Deposit right, upon notice to either party until both Seller and Purchaser, (a) to deposit the Downpayment with the Clerk of the Court in which any litigation is pending and/or (b) to take such reasonable affirmative steps as it may, at its option, elect in order to terminate its duties as Escrow Agent has been requested Agent, including, without limitation, the depositing of the Downpayment with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful misconduct. 24.4 Escrow Agent is acting hereunder solely as a stakeholder without charge as an accommodation to release the ▇▇▇▇▇▇▇ Money Deposit Purchaser and has given the other party five (5) Business Days Seller, it being understood and agreed that Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to disputecourt order, or consent tofor any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any party has been authorized to do so. Escrow Agent shall not be liable for, and Purchaser and Seller hereby jointly and severally agree to indemnify Escrow Agent against, any loss, liability or expense, including reasonable attorney's fees (either paid to retained attorneys or, representing the release fair value of legal services rendered by Escrow Agent to itself), arising out of any dispute under this Agreement, including the ▇▇▇▇▇▇▇ Money Depositcost and expense of successfully defending itself against any claim arising hereunder. Notwithstanding anything to the contrary herein contained, provided thatPurchaser agrees that Escrow Agent Campolo, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-Middleton & ▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇, LLP, may represent Seller as Seller’s counsel in any action, suit or other proceeding between Seller and Purchaser or in which Seller and Purchaser may be involved. As between the Parties, Seller shall be liable for any loss or misappropriation of the Downpayment. (b) 24.5 Escrow Agent shall not has executed this Agreement to confirm its agreement to be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, bound by the terms and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising conditions set forth in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties this Agreement with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counselDownpayment. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter 24.6 The provisions of this Agreement unless requested to do so by Purchaser Section 24 shall survive the Closing or Seller and is indemnified to its satisfaction against the cost and expense earlier termination of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) On the Closing Date, the Purchaser shall deposit the Aggregate Escrow Amount with the Escrow Agent will hold to be held in the ▇▇▇▇▇▇▇ Money Deposit following sub-accounts for release in escrow in an interest-bearing account accordance with the terms of this Agreement and the type generally used by Escrow Agent for the holding of escrow funds until the earlier of Agreement: (i) the Closing, or Working Capital Escrow Amount will be held in a sub-account exclusively to pay any adjustment of the Purchase Price as provided in Section 3.10; and (ii) the termination Indemnification Escrow Amount will be held in a sub-account to pay any type of this Agreement claim for indemnification pursuant to Article X. The Aggregate Escrow Amount shall be held in accordance with any right hereunderan escrow account (the “Escrow Account”) pursuant to the Escrow Agreement. In Any interest, income or profits on the event Purchaser has not terminated this Agreement by Working Capital Escrow Amount or the end Indemnification Escrow Amount shall remain in the Escrow Account and become part of the Evaluation PeriodWorking Capital Escrow Amount or the Indemnification Escrow Amount, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇applicable. (b) The Escrow Agreement shall provide, in addition to the terms and conditions set forth in Section 3.10, that: (i) on the date that is eighteen (18) months after the Closing Date (the “Escrow Release Date”), the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect pay to the ▇▇▇▇▇▇▇ Money Deposit Paying Agent, on behalf of the Closing Common Stockholders, the remainder of the Indemnification Escrow Amount minus (A) the aggregate amount of claims made and finally determined pursuant to the interest earned thereon terms of the Escrow Agreement but not paid as of the Escrow Release Date and minus (B) the "ESCROWED FUNDS"), aggregate amount of unresolved disputed claims made pursuant to the Escrow Agent shall not be bound to release and deliver Agreement as of the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or Escrow Release Date; (ii) deposit the Escrowed Funds with remainder of the clerk of any court of competent jurisdiction. Upon such deposit, Indemnification Escrow Agent will Amount shall be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it paid in accordance with the advice of such counselEscrow Agreement. (c) In the event of a conflict between the Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed FundsAgreement and this Agreement, the Property or the subject matter terms of this Agreement unless requested to do so by Purchaser or Seller shall govern. (d) The fees, costs and is indemnified to its satisfaction against expenses of the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed paid by the proper partiesPurchaser.

Escrow. Purchaser has paid to Auctioneer the sum of $10,000 as a down payment (a) Escrow Agent will hold the “▇▇▇▇▇▇▇ Money”), which ▇▇▇▇▇▇▇ Money is to be promptly deposited into Auctioneer’s escrow account when Agreement has been accepted by all parties hereto and is to be applied as part payment of the purchase price at time of Closing. Seller and Purchaser hereto agree that Auctioneer may deposit the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-interest bearing escrow account in the name of Auctioneer or other escrow agent as designated by Auctioneer. The interest earned thereon shall be payable to the Auctioneer as compensation for monitoring said deposit and to defray costs incidental thereto. The ▇▇▇▇▇▇▇ Money shall be applied as part payment of purchase price of the type generally used Property at the Closing. The parties hereto understand and acknowledge that disbursement of moneys held by Escrow Agent Auctioneer can occur only as follows: (a) at Closing; (b) upon written agreement signed by all parties having an interest in said funds; (c) upon court order; or (d) upon default by either party under this Agreement, pursuant to the terms set forth in the section herein titled “Default and Remedies”. If any dispute arises between Purchaser and Seller as to the final disposition of all or part of the moneys, Auctioneer may, at his option, notify Purchaser and Seller in writing that Auctioneer is unable to resolve such dispute and may interplead all or any disputed part of the moneys into court, whereupon Auctioneer shall be entitled to be compensated by the party who does not prevail in the interpleader action for the holding costs and expenses, including Auctioneer’s commission and reasonable attorney’s fees incurred in filing said interpleader; or upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of escrow funds until the earlier moneys upon a reasonable interpretation of (i) this Agreement. In either event, the Closing, parties hereto shall thereafter make no claim against Auctioneer for said disputed moneys and shall not seek damages from Auctioneer by reason thereof or (ii) the termination by reason of any other matter arising out of this Agreement in accordance with any right or the transaction contemplated hereunder. In Purchaser shall have until the event date which is twenty-one (21) calendar days from the date of this Agreement (the “Title Objection Deadline”) in which to examine title to the Property and deliver to Seller a written statement of objections affecting the insurability of said title (the “Title Objection Notice”). Such written statement shall include documentation from a nationally-recognized title insurance company supporting the objections made by Purchaser. If Purchaser fails to deliver to Seller a Title Objection Notice on or before the Title Objection Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters relating to title to the Property. Seller has no obligation to cure, or to attempt to cure, any objection made in the Title Objection Notice. However, if Seller chooses to satisfy any such objections, within three (3) calendar days after receipt of the Title Objection Notice (the “Cure Response Deadline”), Seller will deliver to Purchaser a written statement of those objections that Seller is willing to seek to cure prior to the Closing Date (the “Cure Response Notice”). Seller shall be entitled to extend the Closing Date for up to thirty (30) days in order to allow sufficient time to cure any objection. If Seller fails to deliver to Purchaser a Response Notice by the Response Deadline, Seller shall be deemed to have elected not terminated to cure or otherwise resolve any matter set forth in the Title Objection Notice. If Purchaser is dissatisfied with the Cure Response Notice, or if no Cure Response Notice is given by Seller, within three (3) calendar days after receipt of the Cure Response Notice (the “Termination Notice Deadline”), Purchaser may, as its exclusive remedy, elect to terminate this Agreement by delivering to Seller written notice of such termination (the end “Termination Notice”). Upon receipt of the Evaluation PeriodTermination Notice, Seller shall direct Auctioneer to return the ▇▇▇▇▇▇▇ Money Deposit in full, without interest. If Purchaser fails to deliver to Seller a Termination Notice by the Termination Notice Deadline, Purchaser shall be non-refundable deemed to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid have approved and irrevocably waived any objections to any matters relating to title to the party entitled Property, subject only to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration resolution, if any, of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied objections as set forth above on in the Closing Date. Purchaser represents that its tax identification numberCure Response Notice (or if no Cure Response Notice is tendered, for purposes without any resolution of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇objections). (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) At the Closing, the Buyer shall deliver to the Escrow Agent will hold $330,000 of the ▇Cash Consideration and a stock certificate registered in the name of the Escrow Agent or its nominee representing the Escrow Shares for the purpose of securing the indemnification obligations of the Seller and the Members set forth in this Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes of and in accordance with the terms of the Escrow Agreement. (b) Until the termination of the escrow in accordance with the terms of the Escrow Agreement, the Seller shall have the right, in its sole discretion to direct the sale for cash of all or any portion of the Escrow Shares (if any then make up a portion of the Escrow Fund) in one or more transactions provided that (i) the price per share for the sale of the Escrow Shares is not less than $1.00, (ii) the proceeds from any such sale(s) shall be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Agreement, and (iii) the Seller may not direct any such sale during any blackout period under any insider trading policy or blackou▇ ▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end of the Evaluation Period, the ▇▇ ▇▇▇▇▇▇▇ Money Deposit e Buyer, and the Buyer shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit promptly execute any and all interest accrued thereon will be returned by required joint instructions to the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconduct, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from facilitate any and all claimssuch sales of the Escrow Shares. Further, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent Seller shall have the right sole discretion to consult with separate counsel direct the investment of its own choosing (if it deems such consultation advisable) amounts held in the Escrow Fund pursuant to the investment options specified in, and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of restrictions of, the Escrow Agreement, and Buyer agrees to promptly execute any and all joint instructions to the Escrow Agent to facilitate any and all such counselinvestments. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to Upon the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller payment and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.Seller of those Retained Liabilities listed on Schedule 1.4

Escrow. (a) If any Parent Indemnitee is entitled to indemnification under Section ‎9.1, such Parent Indemnitee shall first recover Losses from the Escrow Agent will hold to the ▇▇▇▇▇▇▇ Money Deposit extent of remaining funds in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with any right hereunderthe Escrow Agreement, and the Escrow Agent shall maintain a record of the recovered Losses allocable to each Holder as set forth in the Escrow Agreement. In Pursuant to the event Purchaser has not terminated terms of the Escrow Agreement, the Escrow Agent shall promptly release (subject to the terms of the Escrow Agreement and this Agreement relating to existing indemnification claims, which shall not be released until finally determined in accordance with the Escrow Agreement and this Agreement) upon the third (3rd) anniversary of the Effective Time (and any interest or dividends earned thereon pursuant to the Escrow Agreement), to the Holders’ Representative for distribution to the Holders (including for such purpose holders of In-the-Money Options) the balance of the Escrow Fund, and following such anniversary the Escrow Threshold shall be deemed to be zero dollars ($0). If, at any time (x) after the date on which the first National Mortgage Business Settlement Statement delivered by Parent becomes final pursuant Section ‎6.6(b) and any distribution from the Escrow Fund required thereby has been made, and (y) during the term of the Escrow, the Escrow Fund (reduced for any then outstanding claims for indemnification made by any Parent Indemnitee) exceeds the Escrow Threshold, Parent shall, if requested by the end of Holders’ Representative, jointly with the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to Purchaser, but shall be credited against the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by Holders’ Representative cause the Escrow Agent to Purchaser. In distribute from the event Escrow Fund up to that amount which would cause the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released Escrow Fund balance to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five equal (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. (b) Escrow Agent shall not be liable to any party after reduction for any act or omission, except then outstanding claims for bad faith, gross negligence or willful misconduct, and indemnification made by any Parent Indemnitee) the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising Threshold in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect to the ▇▇▇▇▇▇▇ Money Deposit and the interest earned thereon (the "ESCROWED FUNDS"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon effect at such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counseltime. (c) Escrow Agent shall not be required to defend any legal proceeding which may be instituted against it with respect to the Escrowed Funds, the Property or the subject matter of this Agreement unless requested to do so by Purchaser or Seller and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required to institute legal proceedings of any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper parties.

Escrow. (a) Escrow Agent will hold the ▇▇▇▇▇▇▇ Money Deposit in escrow in an interest-bearing account of the type generally used by Escrow Agent for the holding of escrow funds until the earlier of (i) At the Closing, or pursuant to an Indemnity and Escrow Agreement, substantially in the form attached hereto as Exhibit A (iithe "Escrow Agreement"), the parties shall establish an escrow (the "Escrow Fund") the termination of this Agreement in accordance with any right hereunder. In the event Purchaser has not terminated this Agreement by the end comprised of the Evaluation PeriodEscrow Shares. The Escrow Shares shall be maintained in escrow for the purposes of satisfying any claims by Buyer for indemnification under Article 10 herein, the ▇▇▇▇▇▇▇ Money Deposit shall be non-refundable to PurchaserEscrow Agreement and the Consulting Agreement until January 3, but shall be credited against 2001 (the Purchase Price at the Closing. All interest earned on the ▇▇▇▇▇▇▇ Money Deposit shall be paid to the party entitled to the ▇▇▇▇▇▇▇ Money Deposit. In the event this Agreement is terminated prior to the expiration of the Evaluation "Escrow Period, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be returned by the Escrow Agent to Purchaser. In the event the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and all interest accrued thereon will be released to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of the ▇▇▇▇▇▇▇ Money Deposit, with the interest. In all instances, Escrow Agent shall not release the ▇▇▇▇▇▇▇ Money Deposit to either party until Escrow Agent has been requested by Seller or Purchaser to release the ▇▇▇▇▇▇▇ Money Deposit and has given the other party five (5) Business Days to dispute, or consent to, the release of the ▇▇▇▇▇▇▇ Money Deposit, provided that, if the Closing occurs, the ▇▇▇▇▇▇▇ Money Deposit and interest thereon will be applied as set forth above on the Closing Date. Purchaser represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇. Seller represents that its tax identification number, for purposes of reporting the interest earnings, is ▇▇-▇▇▇▇▇▇▇"). (b) Upon expiration of the Escrow Agent shall not be liable to any party for any act or omission, except for bad faith, gross negligence or willful misconductPeriod, and the parties agree to indemnify Escrow Agent and hold Escrow Agent harmless from any and all claims, damages, losses or expenses arising in connection herewith. The parties acknowledge that Escrow Agent is acting solely as stakeholder for their mutual convenience. In the event Escrow Agent receives written notice of a dispute between the parties with respect subject to the ▇▇▇▇▇▇▇ Money Deposit terms of Section 2.2(c) herein, Article 10 herein and the interest earned thereon Escrow Agreement, the escrow agent under the Escrow Agreement (the "ESCROWED FUNDSEscrow Agent") shall deliver or cause to be delivered to each Member a certificate representing the number of shares of Buyer's Common Stock comprising such Member's portion of the Escrow Shares determined pro rata in proportion to the Purchase Price received by such Member under this Agreement (the "Pro Rata Portion"), Escrow Agent shall not be bound to release and deliver the Escrowed Funds to either party but may either (i) continue to hold the Escrowed Funds until otherwise directed in a writing signed by all parties hereto or (ii) deposit the Escrowed Funds with the clerk of any court of competent jurisdiction. Upon such deposit, Escrow Agent will be released from all duties and responsibilities hereunder. Escrow Agent shall have the right to consult with separate counsel of its own choosing (if it deems such consultation advisable) and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel. (c) If, upon expiration of the Escrow Period, Buyer shall have asserted a claim for indemnity in accordance with the Escrow Agreement and such claim is pending or unresolved at the time of such expiration, the Escrow Agent shall not retain in escrow, and withhold from delivery to each Member, each Member's Pro Rata Portion of the value of the asserted amount of the claim until such matter is finally resolved. If it is finally determined that Buyer is entitled to recover on account of such claim, the Escrow Agent shall deliver or cause to be required delivered to defend any legal proceeding which may be instituted against it Buyer the amount due and payable with respect to such claim (applied against each Shareholder's Pro Rata Portion). The remainder of each Shareholder's Pro Rata Portion, if any, following such delivery to Buyer in accordance with this Section 2.2(c) and the Escrowed FundsEscrow Agreement, the Property or the subject matter shall be delivered to each Member pursuant to this Agreement, without interest. For purposes of this Agreement unless requested Section 2.2(c), a claim will be deemed to do so by Purchaser or Seller have been finally resolved only as provided in the Escrow Agreement. (d) The right to receive the Escrow Shares upon expiration of the Escrow Period is an integral part of the Purchase Price, and is indemnified to its satisfaction against the cost and expense of such defense. Escrow Agent shall not be required transferable or assignable by, but shall inure to institute legal proceedings the benefit of the heirs, representatives, or estate of, any kind and shall have no responsibility for the genuineness or validity of any document or other item deposited with it or the collectibility of any check delivered in connection with this Agreement. Escrow Agent shall be fully protected in acting in accordance with any written instructions given to it hereunder and believed by it to have been signed by the proper partiesMember.