Common use of Escrow Clause in Contracts

Escrow. Borrower, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. Borrower, The parties hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in order Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to more fully protect the security Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the Mortgageabove-described real estate, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, including a sum equal to one-twelfth (1/12) real estate commission of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by gross proceeds from the terms hereofsale. Huntington The Escrow/Closing Agent shall hold such monthly payments pay over the balance to which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1Seller(s) month prior are entitled to the due date thereof Seller(s) or Sellers’ assigns. Seller(s) and that Borrower shall furnish Huntington with proper statements covering the same fifteen Buyer(s) Responsibilities: (15Place initial S=Seller B=Buyer SE= Split Equally) days prior to the due dates thereof. Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of foreclosure filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the Mortgagepurchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, or if Huntington should take a deed in lieu of foreclosure, it is agreed by the amount so accumulated shall parties hereto that funds to close must be fully settled and unconditionally credited on to the account of the unpaid principal Escrow Agent at or interestprior to closing. If The parties understand that applicable Kansas real estate laws prohibit the total escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the monthly payments xxxxxxx money as made under this Section 9 shall exceed the payments actually made by Huntingtonsuggested in any such certified letter, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured or as demanded by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueother party hereto.

Escrow. BorrowerPromptly after execution of this Agreement, Seller shall deliver the Shares to Escrow Agent and, as promptly as practicable thereafter, Buyer shall deposit the Purchase Price with Escrow Agent, which Escrow Agent shall hold in order a non-interest bearing account. Escrow Agent is serving hereunder solely as a convenience to more fully protect the security parties to facilitate the purchase and sale of the Mortgage, does hereby covenant Shares and agree that, if Borrower Escrow Agent’s sole obligation under this Agreement is to act with respect to the delivery of Buyer’s Purchase Price as described in Section 3 of this Agreement. Escrow Agent shall fail not be liable to timely pay taxes, assessments Seller or insurance premiums as provided above, Buyer or any other person or entity in the event respect of any other default act or failure to act hereunder or otherwise in connection with serving as Escrow Agent unless Escrow Agent has acted in a manner constituting gross negligence or willful misconduct. The Company shall indemnify Escrow Agent against any claim made against it (including reasonable attorney’s fees) by reason of it acting or failing to act in connection with this transaction except as a result of its gross negligence or willful misconduct. Escrow Agent may rely and Huntington does not then elect shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to exercise its other remedies, then Borrower shall, upon request of Huntington, pay it hereunder and believed by it to Huntington on be genuine and to have been issued or presented by the first day of each month, until proper party or parties. Escrow Agent may conclusively presume that the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) undersigned representative of the known or estimated yearly taxesCompany, assessments, premiums for Buyer and Seller have full power and authority to instruct Escrow Agent on behalf of such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, parties unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior written notice to the due date thereof and that Borrower contrary is received by Escrow Agent. The Escrow Agent shall furnish Huntington with proper statements covering release the same fifteen (15) days prior Shares to the due dates thereof. In the event of foreclosure Buyer only upon simultaneous release of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as Purchase Price to the amounts paid only, but nothing contained in this Seller at the Closing (as defined below) pursuant to Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due3(a).

Escrow. Borrower, in order to more fully protect The Escrow Deposit shall be held by the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Escrow Agent for a period ending on the first day of each monthEscrow Release Date, until except the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as Escrow Deposit may be required by withheld after the terms hereof. Huntington shall hold such monthly payments Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which may be mingled with its general funds, without obligation are the subject to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month a Claims Notice delivered prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofEscrow Release Date. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated The Escrow Deposit shall be credited on account of held and disbursed by the unpaid principal or interestEscrow Agent in accordance with an Escrow Agreement. If the total Closing occurs, Parent agrees that the right to indemnification pursuant to this Article XII shall constitute Parent’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Excluded Obligations the maximum aggregate liability of any Shareholder individually shall be limited to such Shareholder’s Pro Rata Portion of the monthly payments as made under this Escrow Deposit and the maximum aggregate liability of the Shareholders collectively for the Excluded Obligations (other than the Section 9 shall exceed the payments actually made by Huntington, such excess 3.12 Indemnifiable Matters) shall be credited on subsequent monthly payments limited to the Cash Consideration (and for the Employee Shareholders also the value of the same nature, but if Restricted Equity Consideration) and of any Shareholder individually for the total of such monthly payments so made under this Excluded Obligations (other than the Section 9 3.12 Indemnifiable Matters) shall be insufficient limited to pay such taxesShareholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Cash Consideration which such Shareholder is entitled (and for an Employee Shareholder the value of his share of the Restricted Equity Consideration). The maximum aggregate liability of the Stockholders for the Section 3.12 Indemnifiable Matters shall be limited as follows: (a) for Section 3.12 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the twelve (12) month anniversary of the Closing Date, assessmentsthe maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Five Million Dollars ($5,000,000), (b) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twelve (12) month anniversary of the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Four Million Dollars ($4,000,000), (c) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the eighteen (18) month anniversary of the Closing Date and continuing until the twenty-four (24) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of Three Million Dollars ($3,000,000), (d) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the twenty-four (24) month anniversary of the Closing Date and continuing until the thirty (30) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $Two Million Dollars ($2,000,000), and insurance premiums then due(e) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the thirty (30) month anniversary of the Closing Date and continuing until the thirty six (36) month anniversary of the Closing Date, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments maximum liability of each Stockholder shall be secured by limited to such Stockholder’s Pro Rata Portion of One Million Dollars ($1,000,000). For the Mortgage. To the extent that all the provisions purposes of this Section 9 for such payments Agreement, “Pro Rata Portion” of taxes, assessments, and insurance premiums a Shareholder as to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein any Losses or as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed equal to the percentage of the Merger Consideration to which such Shareholder is entitled as in any way limiting set forth on Schedule 2.3. For purposes of Article XII, the rights Restricted Equity Consideration shall be valued (irrespective of Huntington at its option vesting) based on the Closing Market Price, and as to pay any and all of said items when dueshares not yet vested pursuant to Section 7.8 the Employee Shareholders’ liability with respect thereto shall be limited to forfeiting such unvested shares.

Escrow. Borrower, Any escrow agent receiving funds or equivalent is authorized and agrees by acceptance thereof to deposit promptly and to hold some in order escrow and subject to more fully protect the security clearance thereof to disburse same in accordance with terms and conditions of the MortgageContract. Failure of clearance of funds shall not excuse performance by the Buyer. In the event of doubt as to escrow agent’s duties or liabilities under the provisions of the Contract, does hereby covenant the escrow agent may in agent’s sole discretion, continue to hold the subject matter of this escrow until a judgment of a court of competent jurisdiction shall determine the rights of the parties thereto, or escrow agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute and agree thatupon notifying all parties concerned of such action, if Borrower all liability on the part of the escrow agent shall fail fully terminate, except to timely pay taxesthe extent of accounting for any items theretofore delivered out of escrow. If a licensed real estate broker, assessments or insurance premiums the escrow agent will comply with provisions of Chapter 475, Florida Statutes (1983), as provided aboveamended. In the event of any suit between Xxxxx and Seller wherein the escrow agent is made a party by virtue of acting as an escrow agent hereunder, or in the event of any other default and Huntington does not then elect to exercise its other remediessuit wherein the escrow agent is made a party by virtue of acting as an escrow agent hereunder, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In in the event of foreclosure any suit wherein escrow agent interpleads the subject matter of this escrow, the agent shall be entitled to recover reasonable attorney’s fee and costs incurred, said fees and costs to be charged and assessed as court costs in favor of the Mortgageprevailing party. All parties agree that the escrow agent shall not be liable to any party or person whomsoever for misdelivery to Buyer or Seller of items subject to this escrow, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated unless such misdelivery shall be credited due to willful breach of this Contract or gross negligence on account the part of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueagent.

Escrow. Borrower, in order to more fully protect the security Forte represents that it has deposited with an escrow agent copies of the Mortgagesource code and reasonable technical documentation for all the most recent versions of the Products licensed under the Agreement, does hereby covenant pursuant to a Technology Escrow Agreement with such escrow agent, a copy of which has been provided to VAR. Upon VAR's execution of the instrument enrolling VAR as a party to the Technology Escrow Agreement attached as Exhibit G, VAR shall be entitled to receive a copy of the escrowed source code and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or documentation from the escrow agent in the event of any other default and Huntington does not then elect Forte becomes insolvent, is a party to exercise its other remediesa bankruptcy filing, then Borrower shall, upon request of Huntington, pay ceases business operations generally or ceases to Huntington on make available maintenance or support services for the first day of each month, until the Indebtedness is fully paid, a sum equal to onethen-twelfth (1/12) current version of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereoflicensed Product. Huntington Forte shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior all relevant escrow fees to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofescrow agent. In the event VAR receives the escrowed source code and documentation, VAR shall have the royalty-free, nonexclusive, perpetual right to use such source code solely for use in maintaining and supporting the licensed Products under the terms of foreclosure this Agreement. All such source code, as delivered or modified, shall constitute Confidential Information of Forte for purposes of Section 7.1 of the MortgageAgreement, and VAR shall not disclose the source code or if Huntington should take a deed in lieu of foreclosure, its modifications to others or permit others to copy the amount so accumulated source code or modifications thereof. Forte shall be credited on account of update the unpaid principal or interestdeposited material within thirty (30) days after each major update to the licensed Product. If Forte [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. acknowledges VAR's right to request and receive verification from the total of the monthly payments escrow agent (and/or Forte) confirmation that Forte has deposited source materials as made obligated under this Section 9 shall exceed the payments actually made by Huntingtonparagraph. [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit A --------- Forte Software, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Inc. ------------------- VAR Fees and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.Royalties ----------------------

Escrow. BorrowerBy virtue of this Agreement and as security for the indemnity obligations provided for in Section 6.2(a) hereof, in order to more fully protect at the security Closing, Buyer will keep and retain the Escrow Shares without any act of the MortgageSeller. The Escrow Shares shall be available to compensate the Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which they are entitled to recover under this Article VI. The Escrow Shares shall be the sole source of indemnification from the Seller pursuant to this Agreement. For purposes of calculating the number of Escrow Shares necessary to satisfy a claim for indemnification, does hereby covenant and agree that, if Borrower each Escrow Share shall fail be deemed to timely pay taxes, assessments or insurance premiums as provided above, or in have a value equal to the event average closing price per share of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington Buyer Common Stock on the first day Nasdaq Capital Market for the thirty (30) trading days immediately preceding the date of each monthpayment for such indemnification claim. Notwithstanding the foregoing, until any claims for indemnification from and against any and all Losses incurred by the Indebtedness is fully paidBuyer Indemnitees, as a sum equal to one-twelfth (1/12) result of the known inaccuracy or estimated yearly taxes, assessments, premiums for such insurance as may be required by breach of the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, representations and insurance premiums when due. Borrower agrees that sufficient funds warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be so accumulated for satisfied, at the payment option of said charges one the Buyer (1in its sole discretion) month prior in either cash or Escrow Shares in an amount up to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the MortgagePurchase Price. To the extent that all Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the provisions amount in cash of this the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 9 for such payments of taxes6.2 hereof. Notwithstanding the foregoing, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid onlyextent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, but nothing contained Buyer shall utilize the Escrow Shares before requiring satisfaction of such claims in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duecash.

Escrow. BorrowerXxxxx agrees to open an escrow (“Escrow’) in accordance with this Agreement at Xxxxxxx Title (“Escrow Holder”), located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 and deposit a fully executed copy of this Agreement by no later than seven (7) days after City Council approval of this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within three (3) days after Buyer waives due diligence conditions as set forth in order Section 4 (b) above. These deposits may be referred to more fully protect herein as the security “Xxxxxxx Money Deposits”. The Xxxxxxx Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the MortgageParties, does hereby covenant and Xxxxxx Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree thatto do all acts reasonably necessary to close Escrow as soon as possible, if Borrower but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall fail to timely pay taxes, assessments or insurance premiums as provided above, or mean the date necessary instruments of conveyance are recorded in the event office of any other default the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both Xxxxx and Huntington does not then elect Seller. Buyer shall review and respond to exercise its other remedies, then Borrower said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon request receipt of Huntingtona statement of estimated closing cost from Escrow Holder, pay to Huntington on deposit the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) balance of the known or estimated yearly taxes, assessments, premiums Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for such insurance the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into Xxxxxx an executed Xxxxx Xxxx conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be required by the terms hereofreasonable and necessary to complete this transaction in a timely manner. Huntington All funds received in Escrow shall hold such monthly payments which be deposited with other Escrow funds in a general escrow account(s) and may be mingled with its general funds, without obligation transferred to pay interest thereonany other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such account, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment Seller requests another form of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duepayment.”

Escrow. BorrowerAll monies given as Xxxxxxx Money will be placed in the Trust/Escrow Account of Palmetto Auction & Realty, LLC Lead Based Paint: Pursuant to Sect. 1018 of the Residential Lead Based Paint Hazard Reduction Act of 1978, prospective bidders at this auction have had a ten (10) day inspection period prior to the auction for assessment of possible lead based paint hazards. The purchaser will be required to sign a Federal Lead Based Paint Hazard form to be made a part of the Contract of Purchase. Auction bidders expressly waive the right to further inspections or right to cancel said Contract upon registration to bid and participation in today’s auction. Failure to Close: Should the Successful Purchaser fail to close the transaction in the stated allotted time, then any and all Xxxxxxx Money shall be retained and disbursed according to the contract between the Sellers and the Auction Company. In addition, the Seller and Auction Company may choose to seek other remedies as afforded them under the Contract of Sale. Utilities: Neither the Sellers nor the auctioneers guarantee the availability of utilities, either public or private. All property is being sold “As Is - Where is, With All Faults” with no warranty, expressed or implied, made by the Sellers or Auctioneers. This includes, but is not limited to, the availability of public water or sewer, or approval for xxxxx or septic tanks, or right of occupancy. Seller and Purchaser acknowledge that because this is an auction sale, SC Residential Property Condition Disclosure Statement is not a requirement of this Agreement. All Information published, distributed, announced or contained herein has been taken from sources deemed to be reliable; but it is not guaranteed by the Sellers or the Auction Company. Personal on-site inspection of all properties offered for sale is recommended. The failure of any bidder to be fully informed as to the condition of the properties offered for sale will not be grounds for withdrawal of bid. All announcements made from the auction stand take precedence over any verbal, printed, advertised or distributed information. The Sellers and Palmetto Auction & Realty, LLC reserve the right to amend any terms and conditions prior to or during the auction. Palmetto Auction & Realty, LLC reserves the right to offer the property for sale in any manner we see fit in order to more fully protect bring the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated most money for the payment of said charges one (1) month prior to Sellers. Palmetto Auction & Realty, LLC represents the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofSellers in this transaction. In the event of foreclosure of the Mortgage, or if Huntington should take I have received a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions copy of this Section 9 for such payments Auction Terms and Conditions and hereby acknowledge this receipt: Bidders Number Print Full Name of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved Registered Bidder Phone Number Street Address City State Zip Code 6/18/20 Signature of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights Bidder / Purchaser Date 6/18/20 Signature of Huntington at its option to pay any and all of said items when due.Seller (By: Xxxx Xxxxxx Its: OREO Manager) Date 6/18/20

Escrow. BorrowerPurchaser has paid to Auctioneer the sum of $10,000 as a down payment (the “Xxxxxxx Money”), in order which Xxxxxxx Money is to more fully protect the security 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 Mortgage, does hereby covenant purchase price at time of Closing. Seller and Purchaser hereto agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or that Auctioneer may deposit the Xxxxxxx Money in an interest bearing escrow account in the event 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 Xxxxxxx Money shall be applied as part payment of purchase price of the Property at the Closing. The parties hereto understand and acknowledge that disbursement of moneys held by 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 other default dispute arises between Purchaser and Huntington 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 then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on prevail in the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated interpleader action for the payment of costs and expenses, including Auctioneer’s commission and reasonable attorney’s fees incurred in filing said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same interpleader; or upon fifteen (15) days written notice to the parties, Auctioneer may make a disbursal of the moneys upon a reasonable interpretation of this Agreement. In either event, the parties hereto shall thereafter make no claim against Auctioneer for said disputed moneys and shall not seek damages from Auctioneer by reason thereof or by reason of any other matter arising out of this Agreement or the transaction contemplated hereunder. Title Inspection and Objection Period Purchaser shall have until the 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 due dates thereofClosing Date (the “Cure Response Notice”). In Seller shall be entitled to extend the event of foreclosure of 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 MortgageResponse Deadline, Seller shall be deemed to have elected not 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 Huntington should take a deed in lieu of foreclosureno Cure Response Notice is given by Seller, the amount so accumulated shall be credited on account within three (3) calendar days after receipt of the unpaid principal or 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 “Termination Notice”). Upon receipt of the Termination Notice, Seller shall direct Auctioneer to return the Xxxxxxx Money in full, without interest. If Purchaser fails to deliver to Seller a Termination Notice by the total Termination Notice Deadline, Purchaser shall be deemed to have approved and irrevocably waived any objections to any matters relating to title to the Property, subject only to resolution, if any, of the monthly payments objections as made under this Section 9 shall exceed set forth in the payments actually made by HuntingtonCure Response Notice (or if no Cure Response Notice is tendered, such excess shall be credited on subsequent monthly payments without any resolution of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueobjections).

Escrow. BorrowerContractor shall be required to maintain an Escrow Account with Carrier in the amount specified in Appendix E, as Escrow Balance. The escrow account shall be funded by Contractor depositing the amount designated in Appendix E, as Escrow Deposit, or if no amount is listed there shall be no Escrow Deposit, with Carrier at the time of execution of this Agreement and the Settlement Escrow Contribution, as designated in Appendix E, to be withheld from each settlement until the escrow account reaches a balance of the Escrow Balance. At any time, the balance of the Escrow Account falls below the required amount, the Settlement Escrow Contribution shall be withheld from each Settlement until the Escrow Account balance has been replenished. The monies held in the Escrow Account may be deducted by Carrier to satisfy Contractor’s obligations under this Agreement including those specified in Section 4 and, Appendix C, Appendix D and Appendix F and to indemnify Carrier against any and all losses suffered because of breaches of the provisions of this Agreement, including those specified in Sections 4, 7, 9, 10, 11, 12, and 13. The Escrow Account also is to insure the return to Carrier of any identification and other Carrier Property in possession of Contractor upon termination of this Agreement. At the termination of this Agreement, Carrier shall make all proper deductions from said Xxxxxx Account and make a final accounting to Contractor of all final deductions from said Xxxxxx Account and return the balance of said Escrow Account to Contractor within 45 days from the date of termination of this Agreement. Carrier shall provide Contractor with an accounting of any transaction involving the Escrow Account by either clearly indicating in individual settlement sheets the amount and description of any deduction or addition made to the Escrow Account or providing a separate monthly accounting of any transaction involving the Escrow Account. Contractor may request an accounting of the Escrow Account, in order writing. Xxxxxxx shall credit Contractor with interest on the escrow balance, less the average advances made, quarterly, at an interest rate equal to more fully protect the security average yield or equivalent coupon issue yield on 91 day, 13 week Treasury Bills, as established by the first weekly auction by the Department of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments Treasury occurring on or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on after the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay quarterly interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueperiod.

Escrow. BorrowerIf the Restricted Stock is certificated, the certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Corporation to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit B. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Corporation, you shall be issued an instrument of deposit acknowledging the number of shares of Stock delivered in escrow to the Secretary of the Corporation. If so noted on the cover page, all regular cash dividends on the Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in order to more fully protect the security event of any stock dividend, stock split, recapitalization or other change affecting the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums Corporation’s outstanding common stock as provided above, a class effected without receipt of consideration or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paida stock split, a sum equal stock dividend or a similar change in the Corporation Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to one-twelfth (1/12) the Stock shall be immediately delivered to the Secretary of the known Corporation to be held in escrow hereunder, but only to the extent the Stock is at the time subject to the escrow requirements hereof. The release of any vested shares (or estimated yearly taxesother vested assets and securities) from escrow shall be effected within thirty (30) days following the date on which such shares first become vested. Withholding Taxes You agree, assessmentsas a condition of this Agreement, premiums for such insurance as that you will make acceptable arrangements to pay any withholding or other taxes that may be required by due relating to your Restricted Stock and the terms hereof. Huntington shall hold such monthly payments which may be mingled issuance of shares of Stock with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior respect to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofRestricted Stock under this Agreement. In the event that the Corporation or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the Restricted Stock or the issuance of foreclosure shares of Stock with respect to the Restricted Stock under this Agreement, the Corporation or any Affiliate will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the MortgageFinancial Industry Regulation Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in connection with the Restricted Stock to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Corporation or an Affiliate, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient (iv) require you to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as deliver to the amounts paid only, but nothing contained in this Section 9 shall Corporation shares of Stock already owned by you to meet such obligations; provided that the shares of Stock delivered will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duewithheld by applicable laws.

Escrow. BorrowerTo secure the indemnification obligations of Sellers under this Agreement, Buyer, Sellers and XX Xxxxxx Chase Bank, National Association, as Escrow Agent, or any other Person willing to act as escrow agent mutually agreeable to the Sellers’ Representative and Buyer (the “Escrow Agent”), at Closing shall enter into an Escrow Agreement substantially in order the form attached hereto as Exhibit A (the “Escrow Agreement”). At the Closing, Buyer shall deposit the Escrow Shares with the Escrow Agent to more fully protect be held in an account (the security “Escrow Account”) pursuant to the terms of the MortgageEscrow Agreement. Except with respect to amounts that have been previously paid from the Escrow Account to Buyer pursuant to the joint written instruction of Sellers and Buyer, does hereby covenant and agree thatexcept with respect to indemnity claims duly made in accordance with ARTICLE 11 on or before March 31, if Borrower 2010 (the “Escrow Period”), all Escrow Shares shall fail be distributed to timely pay taxesSellers in accordance with the Escrow Agreement within ten (10) Business Days after the expiration of the Escrow Period. If any indemnification claim pursuant to ARTICLE 11 is satisfied from the Escrow Account, assessments or insurance premiums as provided above, or in the event Escrow Shares shall be valued at the average closing price of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington such shares on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated New York Stock Exchange for the payment of said charges one (1) month ten trading days immediately prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total disbursal of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured Escrow Shares by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums Escrow Agent to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueBuyer Indemnified Person.”

Escrow. BorrowerThe Cash Escrow shall be delivered by Parent to the Escrow Agent at Closing by wire and the Stock Escrow shall be delivered by the Parent as soon as practicable after the Closing and in any event within two (2) business days after the Closing, in order which such Cash Escrow and Stock Escrow is to more fully protect be held for a period ending on the security 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 pursuant to the terms of the MortgageEscrow Agreement. Any indemnification claim for any Losses under this Article XII shall be paid first from the Escrow Deposit. Notwithstanding the foregoing, does hereby covenant provided no claim for indemnification has been made hereunder the Escrow Release Date for the Cash Escrow portion of the Escrow Deposit shall be the nine (9) month anniversary of the Closing Date. The Escrow Deposit shall be held and agree thatdisbursed by the Escrow Agent in accordance with the Escrow Agreement. Except with respect to claims based on the Excluded Obligations, if Borrower the Closing occurs, Parent and Acquisition Corp. agree that the Parent’s right to indemnification pursuant to this Article XII shall fail constitute Parent’s and Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for Losses attributable to timely pay taxes, assessments any inaccuracy or insurance premiums as provided abovebreach of any representation or warranty, or any breach or nonfulfillment of any failure to perform the covenants, agreements or undertakings, of the Company, the Principal Shareholders or the Shareholders which is contained in this Agreement or the event Letters of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto. Except with respect to the Excluded Obligations, the maximum liability of any Shareholder shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Initial Merger Consideration and Cash Earnout Consideration to which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request Shareholder. For purposes of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidthis Agreement, a sum equal “Pro Rata Portion” of a Shareholder as to one-twelfth (1/12) of the known any Losses or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed as in any way limiting equal to the rights percentage of Huntington at its option the Merger Consideration to pay any and all of said items when duewhich such Shareholder is entitled.

Escrow. Borrower(a) Immediately prior to the Effective Time, an escrow (the "Escrow") shall be established with a bank or trust company designated by the Parent and reasonably acceptable to the Shareholders (the "Escrow Agent") on the terms set forth in order Sections 9.6 through 9.9 (collectively, the "Escrow Terms"). At the Closing, the Escrow Shares shall be deposited with the Escrow Agent by the Parent. The Escrow shall be established pursuant to more fully protect an escrow agreement (the security "Escrow Agreement") between the parties hereto containing substantially the Escrow Terms and in the form attached hereto as Exhibit C with such changes as are reasonably requested by the Escrow Agent. The Escrow Shares and any Additional Escrow Shares shall constitute the escrow fund (the "Escrow Fund") and to be governed by the Escrow Terms and the Escrow Agreement. Subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Fund shall be available to satisfy Shareholders' indemnity obligations under this Article IX. Anything to the contrary in this Agreement notwithstanding, the Shareholders shall have the right to require the Parent Indemnitees to collect on their indemnity claims against the Shareholders under this Agreement by first pursuing and seeking recovery against the Escrow Shares (with the Escrow Shares used to satisfy such indemnity obligations valued at the Per Share Value as of the Mortgage, does hereby covenant and agree that, if Borrower Effective Date) rather than seeking a cash indemnity payment from the Shareholder (providing that the foregoing shall fail to timely pay taxes, assessments or insurance premiums as provided above, or not preclude the Parent Indemnities from seeking such cash payments in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereofEscrow Funds are exhausted). In the event of foreclosure Parent issues any Additional Escrow Shares, such shares will be held by Escrow Agent in the same manner as the Escrow Shares delivered at the Closing. The Parent shall pay the fees and expenses of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agent.

Escrow. Borrower(a) At or prior to the Closing, the Purchaser, the Seller Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Closing, in order form and substance reasonably acceptable to more fully protect the security of Purchaser and the MortgageSeller Representative (the “Escrow Agreement”), does hereby covenant and agree that, if Borrower pursuant to which the Purchaser shall fail cause to timely pay taxes, assessments or insurance premiums as provided above, or in be delivered to the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on Escrow Agent at the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth Closing ten percent (1/1210%) of the known Closing Exchange Shares otherwise deliverable to the Sellers at the Closing (including any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”), premiums for such insurance as may with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be required held by the Escrow Agent in a segregated escrow account (“Escrow Account”) and disbursed therefrom in accordance with the terms hereofand conditions of this Agreement and the Escrow Agreement. Huntington The Escrow Shares and other Escrow Property shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, serve as a source of security for the Sellers’ obligations after the Closing for the adjustments under Section 1.5 and insurance premiums when duefor their indemnification obligations under Article VII. Borrower agrees The portion of the Closing Exchange Shares that sufficient funds shall be so accumulated withheld at the Closing for deposit in the payment Escrow Account shall be allocated among the Sellers pro rata based on each Seller’s Pro Rata Share. Each Seller shall have the right to vote its portion of said charges one such Escrow Shares (1) month prior based on its Pro Rata Share, subject to adjustment for any Escrow Shares that are forfeited or earned in a manner other than pro rata among all Sellers based on their Pro Rata Share, as indicated in writing by the Seller Representative to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosurePurchaser, the amount so accumulated shall be credited on account of Purchaser Representative and the unpaid principal or interest. If Escrow Agent) during the total of time held in the monthly payments Escrow Account as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Shares.

Escrow. Borrower, in order The sum of $7,500,000 (the “Escrow Funds”) otherwise payable to more fully protect the security Seller as part of the Mortgage, does hereby covenant Purchase Price at Closing shall be delivered by the Buyer to the Escrow Agent pursuant to the Escrow Agreement to be held by the Escrow Agent in an interest bearing account (the “Escrow Account”) pursuant to the terms of this Agreement and agree that, if Borrower the Escrow Agreement. The Escrow Funds shall fail be available for payment of any claims made by a Buyer Indemnitee pursuant to timely pay taxes, assessments or insurance premiums as provided above, or Article 12 and in accordance with the terms of the Escrow Agreement. The Buyer Indemnitees shall first seek reimbursement for any Losses for which they are entitled to receive indemnification under this Agreement out of the funds deposited in the event Escrow Account, pursuant to the terms of the Escrow Agreement and this Agreement, until such funds are exhausted or released from the Escrow Account. On the first anniversary of the Closing, the Escrow Funds held in the Escrow Account shall be released to the Seller, unless prior to that date the Buyer advises the Escrow Agent, the Seller and the Shareholder in writing that any claim for indemnification under Article 12 below (each, a “Claim”) by any Buyer Indemnitee has been asserted and is then pending. Any such notice shall specify the total amount of the pending Claim(s). If such notice is timely received by the Escrow Agent, the Escrow Agent shall release only that part of the Escrow Account that is eligible to be released pursuant to the preceding sentence that exceeds the total amount of any other default and Huntington does not then elect Claim(s) received, with the remaining funds to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington be held in the Escrow Account until such Claim(s) are resolved. Any earnings on the first day of each month, until Escrow Funds will be added to the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) balance of the known or estimated yearly taxesEscrow Account. Following receipt of a Claim, assessments, premiums for any such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds earnings shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering paid in the same fifteen (15) days prior to proportion as the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, Escrow Funds are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duedisbursed.

Escrow. BorrowerOn the Closing Date, Buyer shall, pursuant to the provisions of Section 2.4, deliver to the Escrow Agent, as agent of Buyer, the Escrow Note, in order to more fully protect accordance with the security terms of this Agreement and the Escrow Agreement, which will be executed at the Closing. The Escrow Agent shall hold the Escrow Note in accordance with, and subject to, the terms and conditions of the MortgageEscrow Agreement, does hereby covenant and agree which shall, among other things, provide that, if Borrower (a) any interest that becomes due and payable under the Escrow Note will be paid to the Sellers’ Representative, and will not be held by the Escrow Agent, whether or not there are any pending claims for indemnification pursuant to this Article 10, (b) any claims for indemnification pursuant to this Article 10 shall fail to timely pay taxes, assessments or insurance premiums as provided above, or first be satisfied from the then outstanding principal amount of the Escrow Note and second from any funds in the event Escrow Account and (c) any amount by which the Escrow Note is reduced in satisfaction of any other default and Huntington does not then elect a claim pursuant to exercise its other remedies, then Borrower shall, upon request of Huntington, pay this Article 10 shall be used to Huntington on reduce the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) principal of the known or estimated yearly taxesEscrow Note; provided, assessmentshowever, premiums for such insurance as that the amounts payable under the Escrow Note and funds in the Escrow Account shall not be paid to the Sellers’ Representative to the extent that the then-remaining principal amount of the Escrow Note and funds in the Escrow Account may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled to satisfy any claim for indemnification pursuant to this Article 10 that has been brought in good faith and with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawwritten notice (including reasonable detail and reasonable specificity, to pay such taxesthe extent known, assessments, as to nature and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1amount) month on or prior to the due date thereof General Survival Date and that Borrower shall furnish Huntington with proper statements covering which has not been finally resolved. Promptly after the same fifteen (15) days prior delivery to the due dates thereof. In Sellers’ Representative upon the event of foreclosure release of the Mortgage, or if Huntington should take a deed Escrow Amount of any cash balance of the Escrow Note and funds in lieu of foreclosurethe Escrow Account to which the Sellers’ Representative is entitled under the Escrow Agreement, the amount so accumulated Sellers’ Representative shall be credited on account pay to each Seller such Seller’s share of such remaining cash balances of the unpaid principal or interest. If Sellers’ Representative Reserves that have not been used to reimburse the total Sellers’ Representative for costs incurred in the performance of the monthly payments their duties as made Sellers’ Representative under this Section 9 shall exceed the payments actually made by HuntingtonAgreement, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance pro rata in accordance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueSellers’ respective percentage interests.

Escrow. BorrowerAt the Closing, cash in order an amount equal to more fully protect the security Escrow Amount will be delivered or caused to be delivered by Buyer to SunTrust Bank, as escrow agent (the “Escrow Agent”), pursuant to the provisions of the Mortgageescrow agreement in substantially the form attached as Exhibit C hereto, does hereby covenant subject to any amendments to such form requested by the Escrow Agent and agree mutually agreed to by Buyer and the Company (the “Escrow Agreement”). The Escrow Agreement will be entered into prior to the Effective Time, by and among Buyer, the Stockholders’ Representative and the Escrow Agent, and will (i) provide Buyer with payments pursuant to Section 2.14.5(a), if applicable, from the Adjustment Escrow Amount held in an escrow account (the “Adjustment Escrow Account”), (ii) provide Buyer with payments pursuant to Section 6.21, if applicable, from the Severance Escrow Amount held in an escrow account (the “Severance Escrow Account”) and (iii) provide Buyer with recourse against the Indemnification Escrow Amount held in an escrow account (the “Indemnification Escrow Account”) by the Escrow Agent with respect to Losses and the Company Securityholders’ indemnification obligations under Article X or Article XI, subject to the terms and conditions set forth in the Escrow Agreement and in Article X or Article XI of this Agreement. Upon the twelve (12) month anniversary of the Closing (the “Release Date”), the Escrow Agent shall release all of the then-remaining Escrow Amount (together with all interests and earnings thereon), less the aggregate amount of Losses subject to then-pending Indemnity Claims, to the Company Securityholders in accordance with their respective Pro Rata Shares; provided that, if Borrower the amount payable in respect of Company Options shall fail to timely pay taxes, assessments or insurance premiums be paid through the Surviving Corporation’s payroll. Except as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable lawLaw, the Parties agree that for all Tax purposes: (i) the right of the Company Securityholders to pay such taxesthe Escrow Amount shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, assessmentsstate or local Law, as appropriate, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1ii) month prior if and to the due date thereof and that Borrower shall furnish Huntington with proper statements covering extent any amount of the same fifteen (15) days prior Escrow Amount is actually distributed to the due dates thereof. In the event of foreclosure Company Securityholders, interest may be imputed on such amount as required by Section 483 or Section 1274 of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Code. All Parties hereto shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that file all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Tax Returns consistently with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.foregoing. 74163855_1

Escrow. BorrowerEscrow Agent is authorized and agrees by acceptance thereof to promptly deposit the Earnest Money as provided herein and to hold same in escrow and xx xxxburse the same in accordance with the terms and conditions of this Agreement. The sole duties of Escrow Agent regarding the Earnest Money shall be those described herein, and Escrow Agent xxxxx be under no obligation to determine whether the other parties hereto are complying with any requirements of law or the terms and conditions of any other agreements among said parties. Escrow Agent may conclusively rely upon and shall be protected in acting upon any written notice, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties to this Agreement. Escrow Agent shall have no duty or liability to verify any such written notice, consent, order or other document, and its sole responsibility shall be to act as expressly set forth in this Agreement. Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement. If Purchaser and Seller execute any separate escrow instructions or an escrow agreement with Escrow Agent, then in the event of a conflict between the terms of such escrow instructions or escrow agreement and the terms of this Agreement, the terms of this Agreement shall control. Escrow Agent shall also execute this Agreement solely for the purpose of acknowledging its agreement with and understanding of the terms of this Section 15 and the other provisions of this Agreement relative to receipt, escrow, investment and disbursement of the Earnest Money. Failure of Escrow Agent to execute this Agreemenx xxxxx not affect the validity of this Agreement as between Seller and Purchaser. Notwithstanding anything in this Section to the contrary, in order the event of a dispute between Seller and Purchaser sufficient in the sole discretion of Escrow Agent to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided abovejustify its doing so, or in the event that Escrow Agent has not disbursed the Earnest Money on or before the date of Closing pursuant hereto, Xxxxxx Agent shall be entitled to tender into the registry or custody of any court of competent jurisdiction the Earnest Money, together with such pleadings as it may deem apprxxxxxxx, and thereupon be discharged from all further duties and liabilities under this Agreement with respect to the Earnest Money (other default and Huntington does not then elect than with respect to exercise its other remedies, then Borrower shall, upon request any liabilities for wxxxxxx misconduct or breach of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for trust by Escrow Agent). Any such insurance as legal action may be required by the terms hereof. Huntington brought in such court as Escrow Agent shall hold such monthly payments which may be mingled with its general funds, without obligation determine to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates have jurisdiction thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due.

Escrow. BorrowerAs soon as practicable after the Effective Time, the Escrow Deposit shall be delivered by Parent 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 duly delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent in order accordance with an Escrow Agreement in the form attached hereto as Exhibit C. Except with respect to more fully protect claims based on the security Indefinite Excluded Obligations, which are not limited in amount, if the Closing occurs, Parent and Acquisition Corp. agree that the Parent’s right to indemnification pursuant to this Article XII shall constitute Parent’s and Acquisition Corp.’s sole and exclusive remedy and recourse against the Stockholders and Management Option Holders for Losses attributable to any inaccuracy or breach of any representation or warranty, or any breach or nonfulfillment of any failure to perform the covenants, agreements or undertakings, of the MortgageCompany, does hereby covenant the Company’s Subsidiary or the Stockholders which is contained in this Agreement or the Letters of Transmittal or any Schedule or certificate delivered pursuant hereto or thereto. Except with respect to the Indefinite Excluded Obligations and agree thatthe Limited in Time Excluded Obligations, if Borrower the maximum liability of any Stockholder or Management Option Holder shall fail be limited to timely pay taxessuch Pro Rata Portion (as defined below) with respect to each such Stockholder or Management Holder of the Escrow Deposit; provided, assessments or insurance premiums as provided abovehowever, or in the event that no Stockholder shall have any liability for indemnification pursuant to Section 12.1(b) on account of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request Stockholder. For purposes of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidthis Agreement, a sum equal “Pro Rata Portion” of a Stockholder as to one-twelfth (1/12) of the known any Losses or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 Escrow Deposit shall be construed equal to the percentage of the Initial Merger Consideration to which such Stockholder is entitled and a “Pro Rata Portion” of a Management Option Holder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Management Options to which such Management Option Holder is entitled. With respect to the Limited in Time Excluded Obligations, the maximum liability of any way limiting Stockholder shall be limited to the rights aggregate amount of Huntington at its option Initial Merger Consideration, Cash Earnout Consideration, and Management Retention Consideration (if applicable) received or receivable by such Stockholder and the maximum liability of any Management Option Holder shall be limited to pay any and all the aggregate number of said items when dueManagement Options received or receivable by such Management Option Holder.

Escrow. BorrowerNo later than two Business Days after the Closing Date, in order to more fully protect the security Parent, on behalf of the MortgageSurviving Corporation, does hereby covenant will transfer to, and agree thatdeposit with, if Borrower the Escrow Agent an amount equal to the Escrow Amount plus the Reserve Amount. Such Escrow Amount shall fail become part of the Escrow Fund established pursuant to timely pay taxesArticle 7 and such Reserve Amount shall become part of the Reserve Fund established pursuant to Article 7. The portion of the Escrow Amount and the portion of the Reserve Amount withheld with respect to each Escrow Holder will be in proportion to the amount of the Base Cash Amount payable to such Escrow Holder pursuant to Section 1.8(a) and/or Section 1.11(a) compared to the amount of the Base Cash Amount payable to all Escrow Holders. Such amount and such Escrow Holder’s allocated percentage of the Escrow Fund and the Reserve Fund (such percentage, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington an Escrow Holder’s “Recovery Percentage”) will be set forth on the first day Closing Consideration Spreadsheet. For the sake of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosureclarity, the amount so accumulated actually deposited into the Reserve Fund in respect of each Escrow Holder shall be credited determined without regard to withholding Taxes applicable to such amounts, and any such withholding Taxes applicable to amounts deposited into the Reserve Fund shall reduce other amounts payable to such Escrow Holder. Thus, for example, if $100 would be deposited into the Reserve Fund on account behalf of an Escrow Holder (prior to any withholding Tax) and Taxes in the unpaid principal or interest. If the total amount of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington$25 are required to be withheld with respect to such $100 deposit, such excess $100 shall be credited on subsequent monthly deposited into the Reserve Fund with respect to such Escrow Holder and other payments of to such Escrow Holder in connection with the same nature, but if the total of such monthly payments so made under this Section 9 Closing (determined after all required Tax withholding) shall be insufficient to pay reduced by such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due$25.

Escrow. Borrower, Seller and Buyer agree that Xxxxxx & XxXxxx LLC will act as Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the Warranty Deed in order Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to more fully protect the security Buyer. The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the Mortgageabove described real estate. The Escrow Agent reserves the right to require the balance of he purchase price to be provided by bank wire transfer to Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, does hereby covenant it is agreed by the parties hereto that funds to close must be fully settled and agree that, if Borrower shall fail unconditionally credited to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) account of the known Escrow Agent at or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereofprior to closing. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, Seller and insurance premiums when due. Borrower agrees that sufficient funds Buyer shall be so accumulated equally responsible for the payment of said charges one (1) month prior the fee for document drafting, and escrow/settlement services Any legal fees incurred by Buyer shall be at the Buyer’s expense and shall be paid outside of this contract. Upon delivery of the deed, Buyer shall be responsible to record the due date thereof deed in the Register of Deeds Office and that Borrower the Buyer shall furnish Huntington with proper statements covering responsible for paying all related recording fees and taxes, including the same fifteen (15) days prior to recording fee for any deed, mortgage, and the due dates thereofmortgage registration tax, if any. In the event of foreclosure of that Buyer needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the Mortgageabove named escrow, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Buyer shall be credited on account of responsible for any additional closing or escrow fees attributable to the unpaid principal change in escrow or interestclosing agent. If The parties will furnish the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of escrow agent their social security numbers or tax identification numbers in compliance with the covenants contained in Sections 7 IRS tax code. The escrow agent will be responsible for completion and 8 herein as filing of Internal Revenue Service Form 1099-S required to report the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights sale or exchange of Huntington at its option to pay any and all of said items when duereal estate.

Escrow. BorrowerAs the sole and exclusive remedy for the indemnity obligations set forth in Article VII, in order at the Effective Time, Parent will cause to more fully protect be delivered to, and directly deposited with JPMorgan Chase Bank or such other escrow agent that is mutually agreeable to the security parties (the “ Escrow Agent”), for the account and future potential benefit of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paidCompany’s stockholders, a sum equal to one-twelfth stock certificate representing ten percent (1/1210%) of the known or estimated yearly taxesshares of Parent Common Stock to be issued at Closing otherwise issuable to such holders pursuant to Section 1.6, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds certificate shall be registered in the name of the Escrow Agent f/b/o the Former Holders of Capital Stock of XLNT Veterinary Care, Inc. All such shares of Parent Common Stock so accumulated for delivered to the payment Escrow Agent, together with all subsequent dividends or distributions of said charges one cash, other shares of Parent Common Stock or property received in respect of such shares while deposited with the Escrow Agent shall be referred to as “Escrow Shares” and such account containing the Escrow Shares shall be referred to as the “Escrow Fund.” A pro rata number of the Escrow Shares (1) month determined on the basis of the respective pro rata ownership interest of each holder of Company Common Stock immediately prior to the due date thereof and that Borrower Effective Time, subject to adjustments by the Escrow Agent to eliminate fractional shares) shall furnish Huntington with proper statements covering be subtracted from the same fifteen number of shares of Parent Common Stock each holder of Company Common Stock (15including Company Common Stock issued upon conversion of Company Preferred Stock) days prior at the Effective Time is entitled to receive pursuant to the due dates thereofMerger. In The Escrow Shares shall be held by the event Escrow Agent pursuant to the terms and conditions of foreclosure an Escrow Agreement, the form of which shall be reasonably acceptable to Parent and the Company (the “Escrow Agreement ”) among the Escrow Agent, Parent and the Stockholders’ Representatives (as hereinafter defined) or the successors thereto pursuant to the terms of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interestEscrow Agreement. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient Subject to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxesArticle VII, assessments, and insurance premiums to Huntington, are complied with, Borrower the Escrow Shares shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as promptly delivered to the amounts paid only, but nothing contained applicable Company stockholders upon expiration of the Survival Period (as defined in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due7.4(a)).

Escrow. BorrowerAt or prior to the First Closing, Pubco, the Purchaser Representative, the Shareholder Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Second Closing, in order substantially the form attached hereto as Exhibit E (the “Escrow Agreement”), pursuant to more fully protect which Pubco shall cause to be delivered to the security Escrow Agent at the Second Closing a number of Exchange Shares (each valued at the Mortgage, does hereby covenant lower of (i) the Redemption Price and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum (ii) PIPE Price) equal to one-twelfth five percent (1/125%) of the known Base Consideration (including any equity securities paid as dividends or estimated yearly taxesdistributions with respect to such shares or into which such shares are exchanged or converted, assessmentsthe “Escrow Shares”) (which Escrow Shares would have otherwise been deliverable to the Major Shareholders at the Second Closing), premiums for such insurance as may with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be required held by the Escrow Agent in a segregated escrow account (“Escrow Account”) and disbursed therefrom in accordance with the terms hereofand conditions of this Agreement and the Escrow Agreement. Huntington The Escrow Shares and other Escrow Property shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, serve as partial security for the Major Shareholders’ obligations after the Second Closing under Article X and insurance premiums when dueArticle XI. Borrower agrees The portion of the Exchange Shares that sufficient funds shall be so accumulated withheld at the Second Closing for deposit in the payment Escrow Account shall be allocated among the Major Shareholders based on their respective Major Shareholder Pro Rata Percentage (such percentage being each such Major Shareholder’s “Escrow Allocation”). For the avoidance of said charges one (1) month prior doubt, no Exchange Shares to be received by Shareholders other than the Major Shareholders shall be withheld at the Second Closing and deposited into the Escrow Account. Each Major Shareholder shall be deemed to be the owner of its Escrow Allocation of the Escrow Shares and to be entitled to the due date thereof related dividends, distributions and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior other earnings thereon in respect of its Escrow Allocation of such Escrow Shares upon release from escrow to the due dates thereofMajor Shareholders, subject to the retention of any dividends, distributions and other earnings thereon in the Escrow Account until disbursed therefrom in accordance with the terms and conditions of this Agreement and the Escrow Agreement. In Each Major Shareholder shall have the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total right to vote its Escrow Allocation of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand Escrow Shares during the amount necessary to make up time held in the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein Escrow Account as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Shares.

Escrow. BorrowerOn or before the Closing, Parent and the Company shall engage the Escrow Agent. To secure the Company Stockholders’ and the Optionholders’ indemnification obligations under this Agreement, Parent will place into escrow with the Escrow Agent the Escrow Consideration. The Escrow Agent shall hold and distribute the Escrow Consideration in accordance with the terms of the Escrow Agreement. The Stockholders’ Representative is authorized to act on behalf of the Company Stockholders and the Optionholders with respect to the Escrow Consideration. All payments of Escrowed Property made by the Escrow Agent to Parent in accordance with this Agreement or the Escrow Agreement including, without limitation, in order satisfaction of any Working Capital Adjustment payment owed to more fully protect Parent under Section 3.9(e) or in satisfaction of indemnification claims under Article 9 herein, shall be allocated pro rata to each Company Stockholder and Optionholder based on the security relative amount of the MortgageEscrow Consideration allocated to such Company Stockholder or Optionholder under this Agreement. All payments of Escrowed Property made by the Escrow Agent to the Stockholders’ Representative in accordance with this Agreement and the Escrow Agreement shall be allocated pro rata to each Company Stockholder and Optionholder, does hereby covenant and agree that(subject to the following sentence) paid by the Stockholders’ Representative to such Company Stockholder or Optionholder on a pro rata basis, if Borrower shall fail in each case based on the relative amount of the Escrow Consideration allocated to timely such Company Stockholder or Optionholder under this Agreement. The Stockholders’ Representative is expressly authorized and directed to pay taxes, assessments or insurance premiums as provided above, or in out of the event proceeds of any other default Escrowed Property released to him any fees and Huntington does not then elect expenses owed to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, any finder or broker as a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month result thereunder prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior remainder being distributed to the due dates thereofCompany Stockholders and Optionholders. In the event of foreclosure Each Company Stockholder’s and Optionholder’s allocable portion and percentage of the MortgageEscrow Consideration (and allocable percentage of any subsequent payments of Escrowed Property to Parent or the Stockholders’ Representative, or if Huntington should take a deed as the case may be) is conclusively set forth on Exhibit D attached hereto. The Stockholders’ Representative shall be solely responsible for distributing to each Company Stockholder and Optionholder in lieu of foreclosure, accordance with this Agreement and the Escrow Agreement the amount so accumulated of any Escrowed Property paid by the Escrow Agent to the Stockholders’ Representative pursuant to the Escrow Agreement. Neither the Escrow Agent nor Parent shall be credited on account have any responsibility or Liability for the allocation of any such Escrowed Property among the unpaid principal Company Stockholders and the Optionholders or interestthe payment thereof to the Company Stockholders and the Optionholders. If The Company Stockholders and the total Optionholders shall look solely to the Stockholders’ Representative with respect to the determination of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient their entitlement to pay such taxes, assessments, any Escrowed Property and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duethereof.

Escrow. BorrowerOn the Closing Date, in order Purchaser shall deliver to more fully protect the security Escrow Agent, as a contribution to the Escrow Account, the Escrow Amount, which shall be available to compensate Purchaser (on behalf of itself or any other Purchaser Indemnified Persons) for Damages pursuant to the indemnification obligations of the MortgageCompany and Shareholders set forth in Article VIII of this Agreement, does hereby covenant the Escrow Agreement and agree thatpursuant to Section 2.4(e) for any Purchase Price Deficit. The Escrow Amount shall be held by the Escrow Agent in accordance with the terms of this Agreement and the terms of the Escrow Agreement. As promptly as practicable following the date that is 18 months following the Closing Date (the “Escrow Release Date”), if Borrower the Escrow Agent shall fail disburse to timely pay taxes, assessments or insurance premiums as provided above, or the Shareholders any amount then remaining in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on Escrow Account less the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) portion of the known Escrow Amount required to address (x) all unsatisfied or estimated yearly taxes, assessments, premiums disputed claims for such insurance as may be required by indemnification specified in any claim notice delivered to the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month Escrow Agent prior to the due date thereof Escrow Release Date in accordance with Article VIII, and that Borrower shall furnish Huntington (y) any pending dispute with proper statements covering the same fifteen (15) days prior respect to the due dates thereofdetermination of Final Purchase Consideration which, if determined in favor of Purchaser in accordance with Section 2.4(e), would result in a Purchase Price Deficit. In the event of foreclosure Any portion of the Mortgage, Escrow Amount held following the Escrow Release Date with respect to pending but unresolved claims for indemnification or if Huntington should take a deed in lieu Purchase Price Deficit that is not awarded to Purchaser upon the resolution of foreclosure, the amount so accumulated such claims shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total disbursed within ||||| ||||| Business Days following final resolution of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as claims to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueShareholders.

Escrow. BorrowerAt the Closing, the Company shall cause to be deposited shares of BE Stock valued at the BE Closing Price in order an aggregate amount equal to more fully protect the Reference Price, minus Nine Hundred Thousand dollars ($900,000) (the "Escrowed Shares"), into an escrow account ("Escrow") to be established with an escrow agent (the "Escrow Agent") selected by the Company, reasonably acceptable to the Shareholders, pursuant to an escrow agreement, dated the Effective Date, substantially in the form of Exhibit E (the "Escrow Agreement"). The Escrow Agent will hold the Escrowed Shares, or proceeds from the sale thereof, as provided by the Escrow Agreement as security for the obligations of the MortgageShareholders under Sections 2.2 and 11.2 hereof. The Escrow Agreement shall provide for the distribution of the Escrowed Shares (or proceeds from the sale thereof) from the Escrow pursuant to Sections 2.2(a), does hereby covenant (b), and agree that(c), subject to claims of the Company under Section 11.2 or reduction in the Net Consideration under Investment earnings on any balances of reinvested Net Proceeds of BE Stock in the Escrow shall accrue to the benefit of the Shareholders, and any fees from and after the Effective Date for maintaining the Escrow shall be paid from the investment earnings balances in the Escrow, and if Borrower shall fail either not practical or if necessary paid directly by the Shareholders. After payment or provision for all Escrow expenses, the investment earnings may be from time to timely pay taxes, assessments or insurance premiums as provided abovetime withdrawn from the Escrow at the request of the Shareholder's Representative to the Escrow Agent and after giving notice thereof to the Company. No Escrowed Shares, or in proceeds from the event of any other default and Huntington does not then elect to exercise its other remediessale thereof, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior distributed to any Shareholder except pursuant to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed Escrow Agreement in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 terms and 8 herein as conditions of this Agreement. With respect to any Escrowed Shares released from the Escrow to either the Shareholders or the Company such shares shall be valued for purposes of satisfying the obligations owing under this Agreement at the BE Closing Price without reference to the amounts paid only, but nothing contained in this Section 9 then actual market price of the BE Stock. The Company and the Shareholders shall be construed responsible for, as applicable, pro rata based on the distributions made under Sections 2.2(a), (b), and (c), and without using any assets in any way limiting the rights of Huntington at its option to Escrow shall pay when due, any and all Taxes imposed upon or arising from the Escrowed Shares. The Shareholders and Company agree that all Escrowed Shares shall be sold by the Escrow Agent at the earliest opportunity and the proceeds from the sale thereof shall be substituted in place of said items when duethe Escrowed Shares. Accordingly, the Shareholders hereby irrevocably authorize and direct the Escrow Agent and any agents or representatives of the Company to take any and all actions necessary or appropriate, in such Person's sole and absolute discretion, to effect sales of Escrowed Shares on such terms and conditions (and only on such terms and conditions), and at such times and utilizing such underwriters and brokers, as shall be directed and approved by the Company in a written notice (a "Sale Notice") to be delivered to the Escrow Agent.

Escrow. BorrowerAt Closing, Buyer shall pay the Escrow Amount to the Escrow Agent, which amount shall be held in order an account (the “Escrow Account”) to more fully protect the security secure and serve as a fund in respect of the Mortgage, does hereby covenant indemnification obligations of the Sellers under this Agreement and agree thatfor post-closing adjustments, if Borrower shall fail any, due Buyer pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Section 1.4(f)(ii) and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for distributed in accordance with the payment of said charges Escrow Agreement. No later than five (5) business days after the one (1) month prior year anniversary of the Closing Date (the “First Release Date”), Xxxxx and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen Sellers’ Representative (15) days prior for further distribution to the due dates thereof. In the event of foreclosure Non-Rollover Sellers) an amount equal to less (a) any amount(s) paid to Buyer out of the MortgageEscrow Account in accordance with Section 1.4(f) and the Escrow Agreement, (b) any amount(s) paid to Buyer Indemnified Persons out of the Escrow Account in respect of any claims made by Buyer Indemnified Persons in accordance with Article X and the Escrow Agreement on or if Huntington should take a deed before the First Release Date and (c) the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in lieu accordance with Article X and the Escrow Agreement on or before the First Release Date. No later than five (5) business days after the eighteen (18) month anniversary of foreclosurethe Closing Date (the “Second Release Date”), Buyer and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the Sellers’ Representative (for further distribution to the Non-Rollover Sellers) an amount equal to the balance of the Escrow Amount in the Escrow Account (with any earnings thereon) as of the Second Release Date less the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in accordance with Article X and the Escrow Agreement on or before the Second Release Date; provided that with respect to any pending claim as of the Second Release Date, promptly following resolution of such pending claim, the amount so accumulated amount, if any, of such pending claim which has not been paid, which is not payable to any Buyer Indemnified Person pursuant to Article X in connection with such resolution, and which is not required to remain in the Escrow Account to satisfy other pending claims shall be credited on account of paid to the unpaid principal or interest. If Sellers’ Representative (for further distribution to the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Non-Rollover Sellers) in accordance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower, in order to more fully protect the security A portion of the Mortgage, does hereby covenant and agree thatClosing Consideration equal to the Escrow Amount shall constitute escrowed closing consideration (collectively with any interest payable thereon, if Borrower shall fail to timely pay taxesany, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof“Escrowed Closing Consideration”). In the event of foreclosure that the Parent or Buyer is obligated to make any payment to the Sellers in respect of the Mortgage, or if Huntington should take a deed in lieu principal amount of foreclosurethe Promissory Note prior to the Escrow Termination Date, the Sellers agree that, out of such payment under the Promissory Note, an aggregate amount so accumulated of cash equal to the Escrow Amount shall be credited on deposited with the Escrow Agent in an escrow account (the “Escrow Account”) established in accordance with the Escrow Agreement to secure the indemnification obligations of the unpaid principal or interestSellers under Article V and (y) any reduction made pursuant to Section 2.9(e) before any payment shall be made to the Sellers, and the Sellers agree that the deposit of amounts by the Buyer in the Escrow Account shall be deemed to be payments under the Promissory Note to the Sellers. The Escrow Agreement shall provide that Sellers are, for income tax purposes, the owner of the Escrowed Closing Consideration and are taxable on any earnings thereon. If any payment is required to be made to Buyer pursuant to this Article V, Buyer and the total Sellers’ Representative shall promptly provide written instructions to the Escrow Agent, pursuant to the terms of the monthly payments as made under this Section 9 shall exceed the payments actually made by HuntingtonEscrow Agreement, such excess shall be credited on subsequent monthly payments to deliver to Buyer out of the same nature, but if Escrow Account an amount of cash that is equal in value to such required payment. The Parties agree that they shall cause the total of such monthly payments so made under this Section 9 shall be insufficient Escrow Agent to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand disburse the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Escrowed Closing Consideration in accordance with the covenants contained in Sections 7 and 8 herein as to terms of the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. Borrower, The Escrow Shares shall be retained by the Escrow Agent in order to more fully protect accordance with the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, Escrow Agreement until the Indebtedness earlier to occur of (the “Escrow Termination Date”) (x) the date that is fully paid, a sum equal to one-twelfth eighteen (1/1218) months after the Closing Date and (y) the date on which the number of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required Escrow Shares held by the terms hereof. Huntington shall hold such monthly payments which may be mingled Escrow Agent is reduced to zero because of disbursements therefrom in accordance with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed 1.7 and the payments actually made by HuntingtonEscrow Agreement. After the Closing, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient subject to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 1.7 and Article VIII, Purchaser shall be entitled to seek disbursements of all or portions of the Escrow Shares in order to satisfy any amounts due to Purchaser pursuant to Section 1.5(b) and under claims for such payments a breach of taxesthe Company’s, assessmentsSSI’s, SSPL’s, or Stockholders’ representations, warranties or covenants hereunder, based on each Escrow Share being valued at the Purchaser Per Share Price (rounded down to the nearest whole Escrow Share). The Escrow Shares shall only be released by the Escrow Agent pursuant to the terms of this Agreement and insurance premiums the Escrow Agreement. On the Escrow Termination Date, the Stockholders’ Representative and Purchaser shall execute and deliver joint written instructions to Huntingtonthe Escrow Agent instructing the Escrow Agent to disburse to the Stockholders’ Representative any Escrow Shares remaining with the Escrow Agent, except to the extent of the amount of any claims for indemnifiable Losses made by any Indemnified Party under Article VIII prior to the Escrow Termination Date that have yet to be paid, are complied within dispute or as to which Third-Party Claims are pending, Borrower which shares shall continue to be held by the Escrow Agent after the Escrow Termination Date until such time as such disputed claims and/or Third-Party Claims are resolved, at which time the Escrow Shares remaining with the Escrow Agent shall be relieved of compliance disbursed to the Stockholders’ Representative (who shall distribute such shares pro rata to the Stockholders in amounts set forth opposite each Stockholder’s name on Schedules A and B under the heading “Pro Rata Interest”) or Purchaser in accordance with the covenants contained resolution of such disputed claims in Sections 7 accordance with the terms of this Agreement and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. BorrowerAt Closing, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower Buyer shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth ten percent (1/1210%) of the known or estimated yearly taxesPurchase Price, assessmentswhich is equal to One Hundred Ten Thousand Dollars ($110,000) (the “Escrowed Funds”) to an escrow account (“Escrow Account”) opened by Xxxxxxxx Ingersoll & Rooney PC (“Escrow Agent”), premiums for such insurance as may be required by pursuant to an escrow agreement having the terms hereofand provisions of this Section 2.06 which agreement has been attached as Exhibit A to this Agreement. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds The Escrow Account shall be so accumulated interest bearing and shall not be commingled with any other funds. Interest earned on the Escrow Account shall be paid in accordance with the payment of the principal of the Escrow Account. The Escrow Account shall be security for the payment of said charges one indemnity claims made by Buyer under Section 12 of this Agreement. If there are no unsatisfied indemnity claims made by Buyer on or before the six (16) month prior anniversary of the Closing Date, the Escrowed Funds, including interest, shall be paid to Seller. If there is an unsatisfied indemnity claim made by Buyer that remains outstanding on the six (6) month anniversary of the Closing Date, the Escrow Agent shall maintain sufficient Escrowed Funds to cover the amount of the unpaid indemnity claim and shall distribute the balance, if any, of the Escrowed Funds to Seller. The Escrow Agent shall maintain sufficient Escrowed Funds to cover the amount of any unsatisfied indemnity claim until both Buyer and Seller agree on the disposition of the Escrow Account or a court having jurisdiction orders disposition of the funds held in the Escrow Account. In the event there shall be any dispute between the parties as to the due date thereof and that Borrower proper disposition of the Escrow Account, the Escrow Agent shall furnish Huntington with proper statements covering not disburse the same fifteen (15) days prior Escrow Account to the due dates thereofany party. In the event of foreclosure such a dispute, the Escrow Agent shall have the right to either maintain the Escrow Account or deposit said Escrow Account proceeds with a court of competent jurisdiction to await determination or an accord and mutual agreement of Seller and Buyer with respect to the disposition of the Mortgageescrowed amount. MSI, Seller and Buyer, by their execution hereof, indemnify and agree to hold the Escrow Agent harmless from any and all claims or if Huntington should take a deed in lieu causes of foreclosureaction, the amount so accumulated shall be credited on account damages or injuries arising out of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting related to the rights performance of Huntington at its option to pay any and all duties in connection herewith, except for those matters arising out of said items when duethe Escrow Agent’s gross negligence or intentional misconduct.

Escrow. BorrowerAt Closing, Buyer shall pay the Escrow Amount to the Escrow Agent, which amount shall be held in order an account (the “Escrow Account”) to more fully protect the security secure and serve as a fund in respect of the Mortgage, does hereby covenant indemnification obligations of the Sellers under this Agreement and agree thatfor post-closing adjustments, if Borrower shall fail any, due Buyer pursuant to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default Section 1.4(f)(ii) and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for distributed in accordance with the payment of said charges Escrow Agreement. No later than five (5) business days after the one (1) month prior year anniversary of the Closing Date (the “First Release Date”), Buyer and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen Sellers’ Representative (15) days prior for further distribution to the due dates thereof. In the event of foreclosure Non-Rollover Sellers) an amount equal to less (a) any amount(s) paid to Buyer out of the MortgageEscrow Account in accordance with Section 1.4(f) and the Escrow Agreement, (b) any amount(s) paid to Buyer Indemnified Persons out of the Escrow Account in respect of any claims made by Buyer Indemnified Persons in accordance with Article X and the Escrow Agreement on or if Huntington should take a deed before the First Release Date and (c) the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in lieu accordance with Article X and the Escrow Agreement on or before the First Release Date. No later than five (5) business days after the eighteen (18) month anniversary of foreclosurethe Closing Date (the “Second Release Date”), Buyer and Sellers’ Representative will jointly instruct the Escrow Agent in writing to release to the Sellers’ Representative (for further distribution to the Non-Rollover Sellers) an amount equal to the balance of the Escrow Amount in the Escrow Account (with any earnings thereon) as of the Second Release Date less the amount of any pending indemnity claims made by Buyer Indemnified Persons against the Escrow Account in accordance with Article X and the Escrow Agreement on or before the Second Release Date; provided that with respect to any pending claim as of the Second Release Date, promptly following resolution of such pending claim, the amount so accumulated amount, if any, of such pending claim which has not been paid, which is not payable to any Buyer Indemnified Person pursuant to Article X in connection with such resolution, and which is not required to remain in the Escrow Account to satisfy other pending claims shall be credited on account of paid to the unpaid principal or interest. If Sellers’ Representative (for further distribution to the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance Non-Rollover Sellers) in accordance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. BorrowerOn the Closing Date, Buyer will deposit the Escrow Shares and the Escrow Cash, in order each case, as adjusted pursuant to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of Section 1.6, into an escrow account with Mellon Bank, N.A., as escrow agent (the "ESCROW AGENT"), pursuant to that certain Escrow Agreement (the "ESCROW AGREEMENT") dated as of the Closing Date among Buyer, Company, the Stockholder Agent and the Escrow Agent in a form to be mutually agreed upon by the Parties. The Escrow Amount, including all distributions thereon and proceeds thereof will secure the indemnification obligations of Company and the Stockholders under ARTICLE VIII and any adjustments due to Buyer under Section 1.6. The Escrow Fund will be held and disbursed as provided in the Escrow Agreement, which shall provide that except with respect to escrow amounts relating to liabilities under Section 1.6, the escrow amounts shall be released on the 18-month anniversary of the Closing Date, except to the extent of outstanding claims as of such 18-month anniversary date which shall be handled as set forth in the Escrow Agreement. The Escrow Agreement will provide that Buyer shall have the option of either receiving a disbursement of Buyer Shares from the Escrow Fund or causing the Escrow Agent to sell and liquidate Buyer Shares (which, for the purposes of this Section 9 1.7, will be deemed to have been liquidated for the Fair Market Value regardless of the actual sale price) so that Buyer may receive a disbursement of the cash proceeds from such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as sale. The Parties will promptly give any necessary instructions to the amounts paid only, but nothing contained in Escrow Agent to carry out the purposes of this Section 9 shall be construed as in any way limiting Agreement and the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. BorrowerAbsent an election by Seller pursuant to Section 3.1 to permit Buyer and the Guarantors to enter into a separate arrangement to secure the indemnity obligations of Seller, in order to more fully protect the security of the Mortgage, does hereby covenant and agree that, if Borrower following provisions shall fail to timely pay taxes, assessments apply. On or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof Closing Date, Buyer shall deliver to Escrow Agent the Escrow Amount. The Escrow Amount will be held by Escrow Agent in the Escrow Account, to secure the indemnity obligations of Seller under Section 13.1 of this Agreement, in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement. The Escrow Amount will be held in the Escrow Account for such purpose for a period of eighteen (18) months following the Closing Date or such shorter period as Buyer may agree, and at the end of such period, all amounts not theretofore released to or upon the instruction of Buyer in respect of Losses (as defined in Section 13.1) for which Seller is obligated to indemnify the Buyer Indemnified Parties (as defined in Section 13.1), together with all income actually earned thereon, shall be released to or upon the instruction of Seller, all in accordance with the applicable terms and conditions of this Agreement and of the Escrow Agreement, provided that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior an amount equal to the due dates thereofamount claimed by Buyer pursuant to any unresolved indemnification claims shall remain in the Escrow Account until such claims are resolved. In The fees and expenses of Escrow Agent shall be paid first out of income actually earned on amounts held in the event Escrow Account (including the Deposit and the Escrow Amount), and to the extent such income is not sufficient therefor, such fees and expenses shall be paid one-half by Seller and one- half by Buyer. References in this Article 3 to the release of foreclosure amounts from the Escrow Account (including the application of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, Deposit to the amount so accumulated Purchase Price pursuant to Section 3.1(b) and Section 3.2(b)) with income earned thereon shall be credited on account deemed to refer to the portion of such income, if any, remaining after the satisfaction in full of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, Escrow Agent’s fees and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance expenses in accordance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueEscrow Agreement.

Escrow. BorrowerIf either party reasonably anticipates that a Non-Mandatory Consent will not be obtained prior to Closing, then the parties will negotiate in order good faith to more fully protect enter into an escrow agreement to establish an escrow account (the security "ESCROW ACCOUNT") with an escrow agent, all as mutually agreed between the parties. At Closing, Buyer shall deposit into the Escrow Account an amount equaling the value of each Non-Mandatory Consent, as stipulated in Part C of Section 10.c. of Seller's Disclosure Schedule (the "STIPULATED CONSENT VALUE"), that is not obtained by Seller prior to or on the Closing Date (the "ESCROW AMOUNT"). At any time after the Closing Date and prior to the end of the Mortgage, does hereby covenant and agree thatninth full calendar month following the Closing Date (the "CONSENT DEADLINE"), if Borrower shall fail Seller obtains any Non-Mandatory Consent that Seller had not obtained prior to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remediesClosing (a "POST-CLOSING CONSENT"), then Borrower shall, upon request of Huntington, pay the Seller shall promptly provide to Huntington on the first day of each month, until the Indebtedness is fully paid, Buyer a sum equal to one-twelfth copy (1/12or other satisfactory evidence) of the known obtained Post-Closing Consent. Within five (5) Business Days of Buyer's receipt of the copy (or estimated yearly taxesother evidence) of the Post-Closing Consent, assessmentsBuyer shall instruct the escrow agent to release from the Escrow Account that portion of the Escrow Amount that corresponds to the Stipulated Consent Value of the Post-Closing Consent, premiums for plus any interest accrued on such insurance as portion. The Escrow Account shall remain in place until the earlier of (i) the date on which all Post-Closing Consents have been obtained by Seller and (ii) the Consent Deadline. If on the Consent Deadline, Seller has not obtained all of the Post-Closing Consents, then Buyer may be required by close the terms hereofEscrow Account and retain any remaining portion of the Escrow Amount including interest on such remaining portion. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees If any Post-Closing Consents that sufficient funds shall be so accumulated for the payment of said charges one (1) month are not obtained on or prior to the due date thereof and Closing Date are subsequently granted subject to a condition that Borrower shall furnish Huntington with proper statements covering would have a material adverse effect on the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure operations of the MortgageAcquired Company to which such Post-Closing Consent pertains, or if Huntington should take a deed Buyer and Seller shall negotiate in lieu of foreclosure, good faith to determine an amount that reasonably compensates the Acquired Company for such material adverse effect. Such compensatory amount so accumulated shall be credited on account deducted from the portion of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, Escrow Amount to be disbursed to Seller and such excess deducted amount shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient released to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueBuyer.

Escrow. Borrower, in order to more fully protect the security The fees and expenses of the MortgageEscrow Agent relating to the Escrow Fund shall be paid by one-half by Parent and one-half by the Members. On the first anniversary of the Closing Date, does hereby covenant the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days after the first anniversary of the Closing) release and agree thatdeliver to the Members an amount equal to the First Period Escrow Amount less the amount of the First Period Escrow Amount subject to pending or disputed indemnification claims of Parent, if Borrower and where such claims are in compliance with the requirements of Article 7. The amount of the First Period Escrow Amount subject to such pending or disputed indemnification claims of Parent made before the first anniversary of the Closing Date shall fail to timely pay taxes, assessments or insurance premiums as provided above, or remain in the event Escrow Fund until such time such portion of the First Period Escrow Amount is no longer subject to pending or disputed indemnification claims of Parent, at which time the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any other default event, within five (5) Business Days) release and Huntington does deliver to the Members such amount. On the Escrow Termination Date the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members the remaining amounts held in the Escrow Fund less the amount not then elect subject to exercise its other remediespending or disputed indemnification claims of Parent, then Borrower shalland where such claims are in compliance with the requirements of Article 7. Notwithstanding anything herein, upon request of Huntington, pay to Huntington no new claim may be made on the First Period Escrow Amount after the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) anniversary of the known Closing Date. On the Escrow Termination Date, the Escrow Fund will terminate except with respect to any amount that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Escrow Agent and the Members on or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessmentsEscrow Termination Date, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all in accordance with the provisions of Article 7. As soon as all such claims have been resolved, the Escrow Agent shall immediately deliver to the Members the remaining portion of the Escrow Amount not required to satisfy such claims pursuant to the Escrow Agreement. Deliveries from the Escrow Fund to the Members pursuant to this Section 9 for such payments Agreement and the Escrow Agreement shall be made in proportion to the Members’ respective Pro Rata Portion of taxes, assessmentsthe remaining Escrow Amount as set forth on Exhibit C, and insurance premiums to Huntingtonin the Escrow Agreement, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as each amount rounded to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when duenearest whole cent ($0.01).

Escrow. BorrowerAt the Effective Time, in order Acquiror shall withhold the Escrow Cash from the cash payable pursuant to more fully protect Section 2.1(b) to the security Company Shareholders and Company Optionholders as of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month immediately prior to the due date thereof Effective Time (other than holders of solely shares of Company Capital Stock which constitute and remain Dissenting Shares and holders of solely Unvested Company Options) ("EFFECTIVE TIME HOLDERS"), on a pro rata basis (based upon the amount of cash each such holder is entitled to receive pursuant to Section 2.1(b) with respect to its Company Capital Stock (other than Dissenting Shares) and Company Options relative to the amount of cash all such holders are entitled to receive pursuant to Section 2.1(b) with respect to their Company Capital Stock (other than Dissenting Shares) and Company Options) ("PRO RATA SHARE"). Prior to the Closing, Acquiror, the Representative and Wells Fargo Bank, N.A. (the "ESCROW AGENT") shall enter into an escrox xxxeement substantially in the form attached hereto as Exhibit D (the "ESCROW AGREEMENT"). Within three business days after the Spreadsheet Submission Date, Acquiror shall cause the Escrow Cash to be deposited with the Escrow Agent. If a Company Securityholder holds Unvested Company Shares, then the cash to be paid upon conversion hereunder of shares of Company Capital Stock, Company Options or Company Warrants held by such Company Securityholder which are not Unvested Company Shares (the "VESTED CASH") shall be withheld and placed in escrow first and, thereafter, the Unvested Cash shall be withheld and placed in escrow (with the understanding that Borrower any Unvested Cash so placed in escrow shall furnish Huntington with proper statements covering the same fifteen (15) days vest prior to any such Unvested Cash not placed in escrow but withheld by Acquiror pursuant to Section 2.1(e)) to the due dates thereof. In the event of foreclosure of the Mortgage, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount extent necessary to make up satisfy such Effective Time Holders' escrow obligations as set forth in the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions first sentence of this Section 9 for such payments 2.4. The payment of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower any Escrow Cash in satisfaction of any indemnification obligations under Article 11 shall be relieved of compliance made, with the covenants contained in Sections 7 respect to each Effective Time Holder, first with Vested Cash and 8 herein as then, if such cash is insufficient to satisfy such indemnification obligation and only to the amounts paid onlyextent of such insufficiency, but nothing contained in this Section 9 shall such payment be construed made with Unvested Cash. The Escrow Agent shall hold the Escrow Cash as in any way limiting the rights of Huntington at its option to pay any sole and all of said items when dueexclusive security for the Effective Time Holders' indemnification obligations for Damages under Article 11.

Escrow. BorrowerOn the Closing Date, Buyer will deposit with an escrow agent mutually agreeable to Seller and Buyer (the “Escrow Agent”) the Escrow Amount to be held in escrow pursuant to the terms and conditions of an Escrow Agreement in the form mutually agreeable to Seller and Buyer (the “Escrow Agreement”) for the purpose of providing a source of funds to reimburse Buyer for any Buyer Loss. Within ten (10) days after the Closing Working Capital has been finally determined in accordance with Section 2.06, the Escrow Agent shall be directed to distribute from the Escrow Amount the amount of One Million Five Hundred and No/100 ($1,500,000.00), (i) less any Post-closing Adjustment Amount entitled to be received by Buyer pursuant to Section 2.06; and (ii) less the amount of any Buyer Loss paid or payable from the Escrow Amount for which Buyer has given proper notice; payable pro rata to each of the holders of Seller Common Stock who were entitled to receive the Merger Consideration pursuant to Section 2.02(a). Pursuant to the Escrow Agreement, Buyer must provide the Selling Parties Representative with notice of claims, in order to more fully protect the security form of the Mortgage, does hereby covenant and agree that, if Borrower shall fail to timely pay taxes, assessments an officer’s certificate for any Buyer Loss for which Buyer seeks recovery or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington before 11:59 p.m. Eastern Time on the first day anniversary of each monththe Closing Date (the “Expiration Date”). Pursuant to the terms of the Escrow Agreement, until Buyer shall be paid from the Indebtedness is fully paid, a sum Escrow Amount the amount equal to one-twelfth (1/12) of the known Buyer Loss for which there is no objection in the periods set forth in the Escrow Agreement or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the payment of said charges one (1) month prior to the due date thereof and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior to the due dates thereof. In the event of foreclosure of the Mortgageany objection has been resolved, or if Huntington should take a deed is deemed to have been resolved, in lieu of foreclosure, the amount so accumulated shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all accordance with the provisions of this Section 9 the Escrow Agreement. Any remaining Escrow Amount and interest at the Expiration Date, except for such payments of taxesadequate reserves for pending claims, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved distributed pro rata to each of compliance with the covenants contained in Sections 7 and 8 herein as holders of Seller Common Stock who were entitled to receive the amounts paid only, but nothing contained in this Merger Consideration pursuant to Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when due2.02(a).

Escrow. Borrower, Seller and Buyer agree that Xxxxxx & XxXxxx LLC will act as Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the Warranty Deed in order Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to more fully protect the security Buyer. The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the Mortgage, does hereby covenant and agree that, if Borrower shall fail above described real estate. The Escrow Agent reserves the right to timely pay taxes, assessments or insurance premiums as provided above, or in require the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) balance of the known purchase price to be provided by bank wire transfer to Escrow Agent’s financial institution at or estimated yearly taxesprior to closing. Notwithstanding the definition of good funds under Kansas law, assessments, premiums for such insurance as may be required it is agreed by the terms hereofparties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. Huntington shall hold such monthly payments which may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, Seller and insurance premiums when due. Borrower agrees that sufficient funds Xxxxx shall be so accumulated equally responsible for the payment of said charges one (1) month prior the fee for document drafting, and escrow/settlement services Any legal fees incurred by Buyer shall be at the Buyer’s expense and shall be paid outside of this contract. Upon delivery of the deed, Xxxxx shall be responsible to record the due date thereof deed in the Register of Deeds Office and that Borrower the Buyer shall furnish Huntington with proper statements covering responsible for paying all related recording fees and taxes, including the same fifteen (15) days prior to recording fee for any deed, mortgage, and the due dates thereofmortgage registration tax, if any. In the event of foreclosure of that Buyer needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the Mortgageabove named escrow, or if Huntington should take a deed in lieu of foreclosure, the amount so accumulated Buyer shall be credited on account of responsible for any additional closing or escrow fees attributable to the unpaid principal change in escrow or interestclosing agent. If The parties will furnish the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of escrow agent their social security numbers or tax identification numbers in compliance with the covenants contained in Sections 7 IRS tax code. The escrow agent will be responsible for completion and 8 herein as filing of Internal Revenue Service Form 1099-S required to report the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights sale or exchange of Huntington at its option to pay any and all of said items when duereal estate.

Escrow. Borrower, in order to more fully protect Simultaneously with the security closing of the Mortgage, does hereby covenant Business Combination and agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Huntington does not then elect to exercise its other remedies, then Borrower shall, upon request of Huntington, pay to Huntington on the first day of each month, until the Indebtedness is fully paid, a sum equal to one-twelfth (1/12) deposit of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required Subscription Amount into an escrow account (the “Escrow Account”) by the terms hereof. Huntington shall hold such monthly payments which may be mingled Seller with its general fundsContinental Stock Transfer and Trust Company (the “Escrow Agent”), without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds Counterparty shall be so accumulated deemed to have deposited the Prepayment Amount with respect to the Additional Shares, into the Escrow Account for the payment benefit of said charges one the Seller, which Escrow Account shall be subject to the terms of a written escrow agreement provided by the Escrow Agent (1with any customary changes as reasonably requested by the parties hereto) month and to be entered into on or prior to the due date thereof closing of the Business Combination. Upon receipt by the Escrow Agent and that Borrower shall furnish Huntington with proper statements covering the same fifteen (15) days prior Counterparty of an OET Notice, resulting in a reduction to the due dates thereofNumber of Shares, the Escrow Agent will release from the Escrow Account (a) to the Counterparty the Early Termination Obligation associated with such Terminated Shares and (b) to the Seller an amount in cash equal to the difference between the Initial Price and Early Termination Obligation for each Terminated Share. In On the event of foreclosure Cash Settlement Payment Date, the Escrow Agent shall remit from the Escrow Account to the Counterparty an amount equal to the Settlement Amount less the Settlement Amount Adjustment (unless previously paid by the Counterparty in Maturity Shares) and will not otherwise be required to return to the Counterparty any of the MortgagePrepayment Amount, or if Huntington should take a deed and the Escrow Agent shall remit from the Escrow Account to the Seller (i) unless previously paid by the Counterparty in lieu of foreclosureMaturity Shares, the amount so accumulated Settlement Amount Adjustment and (ii) all other amounts remaining in the Escrow Account; provided, that if the Settlement Amount less the Settlement Amount Adjustment is a negative number and either clause (x) of Settlement Amount Adjustment applies or the Counterparty has elected pursuant to clause (y) of Settlement Amount Adjustment to pay the Settlement Amount Adjustment in cash, then the Escrow Agent shall remit nothing from the Escrow Account to the Counterparty, and all amounts in the Escrow Account shall be credited on account of the unpaid principal or interest. If the total of the monthly payments as made under this Section 9 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 9 shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured paid by the Mortgage. To the extent that all the provisions of this Section 9 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as Escrow Agent to the amounts paid only, but nothing contained in this Section 9 shall be construed as in any way limiting the rights of Huntington at its option to pay any and all of said items when dueSeller.