Common use of Escrow Agent Clause in Contracts

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom the ▇▇▇▇▇▇▇ Money Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyDeposit, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money Deposit until a final non appealable determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money Deposit in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ MoneyDeposit. Upon making delivery of the ▇▇▇▇▇▇▇ Money Deposit in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Deposit and is holding the same on deposit in accordance with the provisions hereof.

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

Escrow Agent. The Settlement Administrator, in its capacity as Escrow Agent’s duties , shall allocate, use, and/or disburse the funds in the Total Settlement Fund—following the deductions set forth in Section 2.5—in equal amounts to the members of the Settlement Class who have not opted out. All costs and liabilities related to the administration, maintenance, investment, use and/or disbursement of the Settlement Fund shall be borne by the Total Settlement Fund, and the Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transactions executed by the Escrow Agent. (a) The Escrow Agent shall not disburse any part of the Total Settlement Fund except as provided in this Agreement or by an order of the Court. (b) Subject to further order(s) and/or directions as may be made by the Court, or as provided in this Agreement, the Escrow Agent is authorized to execute such transactions as are consistent with the terms of this Agreement. The Released Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent. (c) All funds held by the Escrow Agent pursuant to this Agreement are purely ministerial and in nature, its capacity as Settlement Administrator shall be deemed and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted considered to be done by the Escrow Agent in the good faith performance legal custody of its duties hereunder and do each hereby indemnify the Escrow Agent againstCourt, and shall holdremain subject to the jurisdiction of the Court, saveuntil such time as such funds shall be distributed pursuant to this Agreement and/or further order(s) of the Court. (d) Notwithstanding the fact that the Effective Date of the Settlement has not occurred, and defend the Escrow Agent harmless fromSettlement Administer may pay from the Settlement Fund, any costswithout further approval and/or order of the Court, liabilities, reasonable costs and expenses actually incurred by the Escrow Agent in serving Settlement Administrator as Escrow Agent hereunder Notice and Administration Expenses, including, without limitation, delivering the Settlement Notice to the Settlement Class by mail and/or other means, locating Settlement Class Members, assisting Settlement Class Members with inquiries or Opt Out requests, and in faithfully discharging its duties administering the Settlement and obligations hereunderthe Settlement Fund. The Escrow Agent is acting as a stakeholder only Released Parties shall have no responsibility for or liability whatsoever with respect to the ▇▇▇▇▇▇▇ Money. If there is Notice and Administration Expenses, nor shall they have any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money responsibility or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make liability whatsoever for any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance claims with the provisions hereofrespect thereto.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Contributor and BuyerLMP, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto as Exhibit F in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such ▇▇▇▇▇▇▇ Money (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of such ▇▇▇▇▇▇▇ Money (or portions thereof) are being requested, Escrow Agent shall disburse such ▇▇▇▇▇▇▇ Money pursuant to such notice; provided, however, that Escrow Agent shall (1) promptly notify the counterparty that Escrow Agent has received a request for disbursement, and (2) withhold disbursement of such ▇▇▇▇▇▇▇ Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such ▇▇▇▇▇▇▇ Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for hereby accepts its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving designation as Escrow Agent hereunder and in faithfully discharging its duties agrees to hold and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the herein provided. Escrow Agent may refuse to make shall not be liable for any delivery acts taken in good faith, shall only be liable for its willful or gross negligence, and may continue to hold may, in its sole discretion, rely upon the ▇▇▇▇▇▇▇ Money until receipt oral or written notices, communications, orders or instructions given by the County or Seller. In the event of a dispute between the County and Seller under this Contract sufficient in the discretion of Escrow Agent of an authorization in writingto justify its doing so, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold shall be entitled to tender into the ▇▇▇▇▇▇▇ Money until a final determination registry or custody of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a any court of competent jurisdiction pending all money or property in its hands under the terms of this Contract with or without the initiation of such determinationlegal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Contract. The Any such legal action may be brought in any such court as Escrow Agent shall determine to have jurisdiction thereof. Seller and the County hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be imposed upon Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, including, without limitation, any litigation arising from this Contract or involving the subject matter hereof; provided, however, that if Escrow Agent shall be reimbursed for all costs and expenses found guilty of willful default or gross negligence under this Contract, then, in such action or proceedingevent, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall bear all such losses, claims, damages and expenses; and provided further, that neither Seller nor the County shall have no further any liability or obligation hereunder. The to Escrow Agent shall execute under this indemnity provision for any cost of litigation incurred by Escrow Agent, including, without limitation, attorney fees, arising or caused solely by the conduct of the other party which results in a dispute solely between the other party and Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent. SELLER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT (A) THE ESCROW AGENT IS THE COUNTY’S COUNSEL AND AS SUCH THE ESCROW AGENT HAS NOT AND WILL NOT EXERCISE ANY INDEPENDENT PROFESSIONAL JUDGMENT ON SELLER’S BEHALF, AND (B) THE ESCROW AGENT, IN THE EVENT OF A DISPUTE BETWEEN THE COUNTY AND SELLER, WHERE ESCROW AGENT ACTS AS THE COUNTY’S COUNSEL AND REPRESENTS THE COUNTY IN ANY DISPUTE OR LITIGATION, SHALL RESIGN AND SHALL APPOINT A SUCCESSOR OR SUBSTITUTE ESCROW AGENT, WHICH THE COUNTY AND SELLER SPECIFICALLY AGREE THE ESCROW AGENT MAY DO.

Escrow Agent. (a) Escrow Agent shall hold and dispose of the Deposit strictly in accordance with the terms of this Agreement. Escrow Agent shall not be responsible for any interest on the Deposit except as it is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. (b) It is understood and agreed that the Escrow Agent’s sole duties pursuant to this Agreement hereunder are purely ministerial in nature, as provided herein and that the Escrow Agent shall incur no in the performance of its duties hereunder is hereby released and exculpated from all liability whatsoever except for its willful misconduct malfeasance or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability negligence and shall not be liable or responsible for any error of judgment or for any act anything done or omitted to be done by in good faith as herein provided. If either Seller or Purchaser makes a written demand upon the Escrow Agent in setting forth the good faith performance basis for such demand, for payment of its duties hereunder and do each hereby indemnify all or a portion of the Deposit, the Escrow Agent against, shall send written notice to the other party of such demand and shall hold, save, and defend of its intention to pay over the amount demanded within two Business Days thereafter. If before the proposed payment date the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as does not receive a stakeholder only with respect written objection to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether proposed payment setting forth the basis for such objection, the Escrow Agent is obligated hereby authorized and directed to deliver make such payment. If before the ▇▇▇▇▇▇▇ Money proposed payment date such other party (or as its counsel) delivers to whom the ▇▇▇▇▇▇▇ Money is Escrow Agent a written objection to be deliveredsuch payment setting forth the basis for such objection, the Escrow Agent may refuse shall promptly deliver a copy of such objection to make any delivery the party originally demanding payment, and may shall continue to hold such amount until otherwise directed by the ▇▇▇▇▇▇▇ Money until receipt joint written instruction of Seller and Purchaser or by a final judgment of a court which is no longer subject to, or the subject of, an appeal. In the event that a dispute shall arise as to the disposition of all or any portion of the Deposit held by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationAgent, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination shall, at its option, either (a) commence an action of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to interpleader and deposit the ▇▇▇▇▇▇▇ Money in same with a court of competent jurisdiction in the State of Kentucky (either a Kentucky or Federal Court), pending the decision of such determinationcourt, and shall be entitled to rely upon the final judgment of any such court with respect to the disposition of all or any portion of the Deposit provided that such judgment is no longer subject to, or the subject of, an appeal or (b) hold the same pending receipt of joint instructions from Seller and Purchaser and shall be entitled to rely upon such joint instructions with respect to the disposition of all or any portion of the Deposit. The Escrow Agent shall be entitled to consult with counsel and be reimbursed for all costs and reasonable expenses of such action or proceeding, including consultation with respect to its duties as Escrow Agent and shall be further entitled to be reimbursed for all reasonable attorneys’ fees and disbursements, out of pocket expenses incurred in connection with such activities. All such expenses shall be paid by the Party determined party whose position shall not be sustained. (c) Each of Seller and Purchaser shall execute and deliver to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent an IRS Form W-9. The party receiving any portion of the interest earned on the Deposit shall have no further liability or obligation hereunderpay all taxes on and with respect to the same. The Escrow Agent shall execute not be responsible for any diminution in value of the Purchase Price, loss of any principal or interest thereon, or penalties incurred with respect thereto, for any reason whatsoever, provided the Purchase Price has been invested by the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent as hereinabove provided.

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

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

Escrow Agent. Any Closing Agent or Escrow Agent (collectively “Agent”) receiving the Deposit, other funds and other items is authorized, and agrees by acceptance of them, to deposit them promptly, hold same in escrow within the State of Florida and, subject to COLLECTION, disburse them in accordance with terms and conditions of this Contract. Failure of funds to become COLLECTED shall not excuse Buyer’s performance. When conflicting demands for the Deposit are received, or Agent has a good faith doubt as to entitlement to the Deposit, Agent may take such actions permitted by this Paragraph 13, as Agent deems advisable. If in doubt as to Agent’s duties pursuant to or liabilities under this Agreement are purely ministerial in natureContract, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencemay, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstat Agent’s option, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition subject matter of the ▇▇▇▇▇▇▇ Money, or, in escrow until the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money parties agree to its disbursement or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending shall determine the rights of the parties, or Agent may deposit same with the clerk of the circuit court having jurisdiction of the dispute. An attorney who represents a party and also acts as Agent may represent such determinationparty in such action. The Escrow Upon notifying all parties concerned of such action, all liability on the part of Agent shall be reimbursed fully terminate, except to the extent of accounting for all costs any items previously delivered out of escrow. If a licensed real estate broker, Agent will comply with provisions of Chapter 475, F.S., as amended and expenses FREC rules to timely resolve escrow disputes through mediation, arbitration, interpleader or an escrow disbursement order. Any proceeding between Buyer and Seller wherein Agent is made a party because of such action acting as Agent hereunder, or proceedingin any proceeding where Agent interpleads the subject matter of the escrow, including Agent shall recover reasonable attorneys’ attorney’s fees and disbursementscosts incurred, by the Party determined not to be entitled paid pursuant to court order out of the ▇▇▇▇▇▇▇ Moneyescrowed funds or equivalent. Upon making Agent shall not be liable to any party or person for mis-delivery of the ▇▇▇▇▇▇▇ Money in any escrowed items, unless such mis-delivery is due to Agent’s willful breach of the manners herein provided, the Escrow Agent this Contract or Agent’s gross negligence. This Paragraph 13 shall have no further liability survive Closing or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoftermination of this Contract.

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

Escrow Agent. Escrow Agent’s duties pursuant to Security 1st Title, Concordia, Kansas, shall be the escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, Trustees’ Deed, and other contract documents at the time of the execution of this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as soon thereafter as the Escrow Agent is acting in good faithparties can tender the same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by Purchaser, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. The Parties hereby release escrow agent shall deliver the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect deed to the ▇Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Security 1st Title, Concordia, Kansas, is ▇▇▇▇▇▇ Moneyappointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. If there In accepting any funds or documents delivered hereunder, it is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery agreed and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orunderstood that, in the absence event of such written authorizationdisagreement between the parties to this Agreement, the Escrow Agent may escrow agent will and does reserve the right to hold the ▇▇▇▇▇▇▇ Money all money and documents concerning this escrow until a final determination mutual agreement has been reached between all of the rights parties hereto or until delivery is legally authorized by final judgment or decree from a court of the Parties in an appropriate judicial proceedingcompetent jurisdiction. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in court pending such determination and shall have the right to employ attorneys for the reasonable protection of the escrow property and of itself and shall have the right to reimburse itself out of any funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to cover same. Furthermore, the parties hereby agree that if this contract is canceled by the parties or if any ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent money is to be forfeited or refunded, the amount to be distributed shall first be reimbursed reduced by any unpaid charges for all costs credit reports, appraisals, surveys, and expenses of such action or proceedingtitle investigation fees, including reasonable attorneys’ fees and disbursementsif any, incurred by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery escrow agent on behalf of the ▇▇▇▇▇▇▇ Money in any of party receiving the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoffunds.

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

Escrow Agent. The escrow agent under this Agreement shall be ▇. ▇. ▇▇▇▇▇, III, Esquire (the “Escrow Agent’s ”), which shall perform its escrow duties pursuant to this Agreement paragraph. The Seller and the Buyer acknowledge and agree that the duties of the Escrow Agent are purely ministerial and are limited to the safekeeping of the Deposit(s) made pursuant to this Agreement, including any interest earned thereon, and the disposition of same in natureaccordance with the terms of this Agreement. If all or any part of the Deposit(s) delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit same as required but shall not be liable for the non-payment thereof nor responsible to enforce collection thereof. The Escrow Agent shall not be deemed to have knowledge of any matter unless and until the Escrow Agent receives actual written notice thereof, and the Escrow Agent shall incur no not be charged with constructive notice whatsoever. In the event the Escrow Agent shall be uncertain as to its duties, or shall receive instructions or demands which, in the Escrow Agent's sole opinion, are conflicting or violative of any provision of this Agreement, then the Escrow Agent shall be entitled to refrain from taking any action until the Escrow Agent shall be directed in writing by the Seller and the Buyer (and, at the Escrow Agent's sole discretion, consented to by any third person) or by any final order or judgment of a court of competent jurisdiction, or the Escrow Agent may deposit the subject of escrow with the Clerk of the Circuit Court of the county in which the Property is located, and upon notifying the Seller and the Buyer of such action, all liability whatsoever on the part of the Escrow Agent shall immediately and fully terminate except to the extent of accounting for its willful misconduct or gross negligence, so long any items delivered out of escrow. The Escrow Agent may resign as the Escrow Agent is acting in good faithat any time upon delivery of ten (10) days’ prior written notice to the Seller and the Buyer. The Parties Seller and the Buyer agree that the Escrow Agent shall not be liable to any party or person for any reason unless the Escrow Agent willfully, purposefully, and wrongfully breaches the terms of this Agreement in the misdelivery of any property held in escrow. The Seller and the Buyer each, jointly and severally, hereby release agree to indemnify and hold harmless the Escrow Agent from and against any liability for and all claims, liabilities, damages, fees, charges, costs, expenses penalties, losses, actions, suits, or proceedings at law or in equity, of any error of judgment kind or for any act done or omitted to be done by nature, which the Escrow Agent incurs, may incur, or with which it may be threatened directly or indirectly, arising from or in the good faith performance of any way connected with its duties hereunder and do each hereby indemnify acting as the Escrow Agent againstunder this Agreement, including without limitation reasonable attorneys' fees at trial and appellate levels, and shall hold, save, and defend the Escrow Agent harmless from, shall have a lien on and right of setoff against any costs, liabilities, and expenses incurred by property or monies held in escrow for the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderforegoing indemnification. The Escrow Agent is acting as a stakeholder only with respect to the Seller hereby acknowledges that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., P.A represents Buyer in the purchase of the Property. Seller further acknowledges and consents that ▇▇▇▇▇▇ Money▇. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇, ▇▇., ▇▇▇ Money is to .A’s representation of Buyer shall not be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money limited in any of the manners herein provided, the Escrow Agent shall have no further liability manner or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofby any means.

Escrow Agent. Escrow Agent’s Agent shall hold and dispose of the Deposit in accordance with the terms hereof and any Additional Escrow Instructions. Seller and Buyer agree that the duties pursuant to this Agreement of Escrow Agent hereunder are purely ministerial in naturenature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance herewith and any Additional Escrow Instructions, the consummation of the Closing in accordance with the terms and provisions hereof and any Additional Escrow Instructions, and the performance of any other actions specifically made the responsibility of Escrow Agent hereunder or any Additional Escrow Instructions. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Deposit for its any reason other than Escrow Agent’s willful misconduct or gross negligence, so long as . In the event that Escrow Agent is acting shall be in good faith. The Parties hereby release doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Deposit, Escrow Agent is obligated to deliver shall not disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery Deposit and may shall continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by both Buyer and Seller and Buyer, directing the agree as to its disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization judgment is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in entered by a court of competent jurisdiction pending such determination. The directing its disposition, or Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by interplead the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Deposit in accordance with the provisions hereoflaws of the state in which the Property is located. Escrow Agent shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit (in accordance with the terms hereof and any Additional Escrow Instructions) prior to the date interest is posted thereon or for any loss caused by the failure, suspension, bankruptcy or dissolution of the institution in which the Deposit is deposited.

Escrow Agent. (a) The Deposit shall be held in escrow by Escrow Agent’s duties pursuant to this Agreement are purely ministerial Agent in natureone or more federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth. (b) When Closing has occurred, and the Escrow Agent shall incur no deliver the Deposit to Seller. (c) If Escrow Agent receives a written request for the Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall promptly submit a copy of such request to Purchaser. If Escrow Agent does not receive notice of objection from Purchaser within five (5) business days after Purchaser's receipt of Seller's notice, Escrow Agent shall deliver the Deposit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall submit a copy thereof to Seller. (d) If Escrow Agent receives a written request signed by Purchaser stating that this Agreement has been canceled or terminated, or that Seller has defaulted in the performance of its obligations hereunder, and that Purchaser is entitled to the Deposit, Escrow Agent shall promptly submit a copy of such request to Seller. If Escrow Agent does not receive notice of objection from Seller within five (5) business days after Seller's receipt of Purchaser's notice, Escrow Agent shall deliver the Deposit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall submit a copy thereof to Purchaser. (e) Any notice to Escrow Agent shall be sent in accordance with Paragraph 17 of this Agreement. (f) Subject to Paragraph 4(g) below, if Escrow Agent receives notice signed by Seller instructing Escrow Agent to pay the Deposit to Purchaser, or if Escrow Agent receives notice signed by Purchaser instructing Escrow Agent to pay the Deposit to Seller, Escrow Agent shall deliver the Deposit in accordance with such instructions. (g) If Escrow Agent shall have received a notice of objection as provided for in Paragraphs 4(c) or 4(d) hereof within the time therein prescribed, Escrow Agent shall not comply with any requests or demands it may have received and shall continue to hold the Deposit until Escrow Agent receives either: (i) a written notice signed by both Seller and Purchaser stating who is entitled to the Deposit; or (ii) a final order of a court of competent jurisdiction directing disbursement of the Deposit in a specific manner; in either of which events, Escrow Agent then shall disburse the Deposit in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in clauses (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Paragraph 4(g) above, if Escrow Agent shall have received a notice of objection as provided for in Paragraphs 4(c) or 4(d) hereof within the time therein prescribed, or shall have received at any time before actual disbursement of the Deposit a notice from either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit has been commenced, or otherwise shall believe in good faith at any time that a disagreement or dispute has arisen between the Parties hereto over entitlement to the Deposit (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (i) to deposit the Deposit with the Clerk of the Court in a federal or state court to which the parties have expressly submitted to jurisdiction pursuant to ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇/▇▇ (▇▇) to take such affirmative steps, at its option, as it may elect in order to terminate its duties as Escrow Agent, including, but not limited to, the depositing of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whoever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability whatsoever hereunder except for its any previous negligence or willful misconduct or gross negligence, so long as the default. (i) Escrow Agent is acting in good faith. The Parties hereby release shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent from may hold the same prior to disbursement thereof except in one or more interest-bearing accounts as aforesaid, and any disbursements or deliveries of the Deposit required herein to be made by Escrow Agent shall be with such interest, if any, as shall have been earned thereon. (j) Escrow Agent shall be under no obligation to deliver any instrument or documents to a court or take any other legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which, in Escrow Agent's reasonable opinion, would or might involve it in any cost, expense, loss or liability (other than de minimis costs) unless, as often as Escrow Agent may require, Escrow Agent shall be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or liability. (k) Escrow Agent shall not be liable for any error of or judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law, and is released and exculpated from all liability hereunder except for willful misconduct or negligence. (l) Escrow Agent's obligations hereunder shall be as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any notice, written instructions or other instrument furnished to it or deposited with it, or for the form of execution thereof, or for the identity or authority of any person depositing or furnishing same. (m) Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by it to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any person purporting to make give any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent notice or advice on behalf of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the any Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof has been duly authorized to do so. Seller and Purchaser hereby jointly and severally agree to indemnify and to hold and save Escrow Agent harmless from and against any and all loss, damage, cost or expense Escrow Agent may suffer or incur as Escrow Agent hereunder unless caused by its negligence or willful misconduct. (n) The terms and provisions of this Paragraph 4 shall create no right in any person, firm or corporation other than the Parties hereto and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit from the terms hereof. (o) Escrow Agent is hereby designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall file Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall reasonably cooperate with Escrow Agent in connection with Escrow Agent's duties as real estate reporting person. (p) The provisions of this Paragraph 4 shall survive Closing or the termination of this Agreement for any reason.

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

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

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

Escrow Agent. Escrow Agent shall not be entitled to any fees or compensation for its services as escrow agent hereunder. Escrow Agent shall be liable only to hold the ▇▇▇▇▇▇▇ Money, to invest same as provided for herein, and to deliver same to the parties named herein in accordance with the provisions of this Agreement. Escrow Agent’s duties pursuant , as escrow agent, is acting in the capacity of a depository only, and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall be caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement among any of the parties to this Agreement are purely ministerial or among them or any of them and any other person, resulting in natureadverse claims and demands being made in connection with or for any Property involved herein or affected hereby, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be entitled to refuse to comply with any such claims or gross negligence, so demands as long as such disagreement may continue, and in so refusing, shall make no delivery or other disposition of the ▇▇▇▇▇▇▇ Money then held by it under this Agreement, and in so doing Escrow Agent is acting shall not become liable in good faith. The Parties hereby release the any way for such refusal, and Escrow Agent shall be entitled to continue to refrain from any liability for any error acting until (a) the rights of judgment adverse claimants shall have been finally settled by binding arbitration or for any act done finally adjudicated in a court assuming and having jurisdiction of the Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} Property involved herein or omitted to be done affected hereby, or (b) all differences shall have been adjusted by agreement and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Further, Escrow Agent in shall have the good faith performance right at any time after a dispute between Seller and Purchaser has arisen, to pay the ▇▇▇▇▇▇▇ Money held by it into any court of its duties competent jurisdiction for payment to the appropriate party, whereupon Escrow Agent's obligations hereunder shall terminate. Seller and do each hereby indemnify Purchaser agree that the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving status of Purchaser's counsel as Escrow Agent hereunder under this Agreement does not disqualify such law firm from representing the Purchaser in connection with this transaction and in faithfully discharging its duties any disputes that may arise between Seller and obligations hereunder. The Escrow Agent is acting as a stakeholder only Purchaser concerning this transaction, including any dispute or controversy with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Contributors and BuyerLMP, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto as Exhibit F in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof. Following written notice from either Party setting forth the identity of the Party to whom such ▇▇▇▇▇▇▇ Money (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of such ▇▇▇▇▇▇▇ Money (or portions thereof) are being requested, Escrow Agent shall disburse such ▇▇▇▇▇▇▇ Money pursuant to such notice; provided, however, that Escrow Agent shall (1) promptly notify the counterparty that Escrow Agent has received a request for disbursement, and (2) withhold disbursement of such ▇▇▇▇▇▇▇ Money for a period of fifteen (15) business days after receipt of such notice of disbursement and if Escrow Agent receives within said fifteen (15) business day period either (A) a written notice from the party that submitted the request for disbursement which notice countermands the earlier notice of disbursement, or (B) a written notice from the other party that conflicts with the request for disbursement given by the party submitting such request, then Escrow Agent shall withhold such disbursement until the parties can agree upon a disbursement of such ▇▇▇▇▇▇▇ Money. The Parties shall send to the other Parties, in each case pursuant to Section 13(d) herein, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement.

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

Escrow Agent. (a) The Escrow Agent’s duties pursuant to Agent in its capacity as holder of the Deposit in escrow joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 2.04. (b) The duties of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be as follows: (1) The Escrow Agent shall hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (2) If this Agreement shall be terminated by the mutual written agreement of Sellers and Buyer, or gross negligence, so long as if the Escrow Agent is acting shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between Sellers and Buyer concerning to whom the Deposit should be paid and delivered, then and in good faith. The Parties hereby release any such event, the Escrow Agent from any liability for any error shall pay and deliver such in accordance with the joint written instructions of judgment or for any act done or omitted to Sellers and Buyer. In the event that such written instructions shall not be done received by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify within ten (10) days after the Escrow Agent againsthas served a written request for instructions upon Sellers and Buyer, and shall hold, save, and defend then the Escrow Agent harmless from, any costs, liabilitiesshall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the state of Florida, and interplead Sellers and Buyer in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. (c) If costs or expenses are incurred by the Escrow Agent in serving its capacity as holder of the Deposit in escrow because of litigation or a dispute between Sellers and Buyer arising out of the holding of the Deposit in escrow, Sellers and Buyer shall each pay the Escrow Agent hereunder one-half of such reasonable costs and in faithfully discharging expenses not to exceed a total of $10,000.00. Except for such costs or expenses, no fee or charge shall be due and payable to the Escrow Agent for its services as escrow holder only. (d) By joining herein, the Escrow Agent undertakes only to perform the duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether imposed upon the Escrow Agent is obligated under the terms of this Agreement and expressly does not undertake to deliver perform any of the ▇▇▇▇▇▇▇ Money other covenants, terms and provisions incumbent upon Sellers and Buyer hereunder. (e) Buyer and Sellers hereby agree and acknowledge that the Escrow Agent assumes no liability in connection herewith except for its negligence or as willful misconduct; that the Escrow Agent shall never be responsible for the validity, correctness or genuineness of any document or notice referred to whom under this Agreement; and that in the ▇▇▇▇▇▇▇ Money is to be deliveredevent of any dispute under this Agreement, the Escrow Agent may refuse to make any delivery seek advice from its own legal counsel and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money fully protected in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto action taken by it in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit good faith in accordance with the provisions hereofgood faith opinion of its legal counsel.

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

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

Escrow Agent. Escrow Agent’s duties pursuant to Marshall County Abstract & Title Company, Marysville, Kansas, shall be the escrow agent for the purpose of this transaction. Said escrow agent shall receive the original copy of this Agreement, warranty deed, and other contract documents at the time of the execution of this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as soon thereafter as the Escrow Agent is acting in good faithparties can tender the same to the said escrow agent. At closing said escrow agent shall collect the balance of the purchase price and any additional amounts owed by Purchaser, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. The Parties hereby release escrow agent shall deliver the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect deed to the ▇Purchaser upon payment in full of the contract and all expenses owed by Purchaser at closing. Marshall County Abstract & Title Company, Marysville, Kansas, is ▇▇▇▇▇▇ Moneyappointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. If there In accepting any funds or documents delivered hereunder, it is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery agreed and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orunderstood that, in the absence event of such written authorizationdisagreement between the parties to this Agreement, the Escrow Agent may escrow agent will and does reserve the right to hold the ▇▇▇▇▇▇▇ Money all money and documents concerning this escrow until a final determination mutual agreement has been reached between all of the rights parties hereto or until delivery is legally authorized by final judgment or decree from a court of the Parties in an appropriate judicial proceedingcompetent jurisdiction. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent The escrow agent may bring an appropriate action or proceeding for leave to deposit said money and/or documents in court pending such determination and shall have the right to employ attorneys for the reasonable protection of the escrow property and of itself and shall have the right to reimburse itself out of any funds in its possession for costs, expenses, attorney fees and its compensation, and shall have a lien on all money and documents held in escrow to cover same. Furthermore, the parties hereby agree that if this contract is canceled by the parties or if any ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent money is to be forfeited or refunded, the amount to be distributed shall first be reimbursed reduced by any unpaid charges for all costs credit reports, appraisals, surveys, and expenses of such action or proceedingtitle investigation fees, including reasonable attorneys’ fees and disbursementsif any, incurred by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery escrow agent on behalf of the ▇▇▇▇▇▇▇ Money in any of party receiving the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoffunds.

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

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

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

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and The sole responsibility of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct be to deposit the Earnest Money Deposit in an ac▇▇▇▇▇ ▇nd documents necessary to do so and to disburse said funds according to the terms of this Agreement. In the event of a breach of this Agreement by either Transferor or gross negligenceTransferee, so long as or if, in the sole discretion of the Escrow Agent is acting in good faith. The Parties hereby release Agent, some doubt exists as to when, to whom or under what circumstances such Earnest Money Deposit shall be ▇▇▇▇▇▇sed hereunder, and the parties hereto are unable after ten (10) days' prior written notice thereof from Escrow Agent from any liability for any error of judgment to agree and direct Escrow Agent, in writing, as to when, to whom or for any act done or omitted to be done by the under what circumstances Escrow Agent in shall disburse the good faith performance of its duties hereunder and do each hereby indemnify the same, Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect be entitled to interplead said Earnest Money Deposit into the ▇▇▇▇▇it Court of Atlanta, Georgia, without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred by Escrow Agent in connection with any such interpleader may be deducted by Escrow Agent from the amount of the Earnest Money Deposit prior to ▇▇▇ Money▇▇posit into the registry of the Court. If there is In any dispute as to whether the event, however, all parties agree that Escrow Agent is obligated shall have no liability or any further responsibility to deliver any party or person whomsoever for any disbursement of the ▇Earnest Money Deposit made by ▇▇▇▇▇▇ Agent in good faith unless such disbursement shall constitute a willful breach of the duties and obligations of Escrow Agent under this Agreement or gross negligence on the part of Escrow Agent. The interest received on the Earnest Money or as to whom the Deposit shall b▇ ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice ed to the Escrow Agent account of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationTransferee at closing. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by has executed the Party determined not receipt attached to be entitled this Agreement to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, confirm that the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding and will hold and disburse funds paid in respect of the same on deposit Contribution Value in accordance with escrow pursuant to the provisions hereofof this Agreement and as directed by the parties in the Settlement (Closing) Statement.

Escrow Agent. (a) Escrow Agent shall be entitled to rely upon any signature, paper or other document believed by it to be genuine, without actual notice of changed conditions or status of any person, firm or corporation executing the same and shall not be required to audit or substantiate the proper application of any funds disbursed pursuant to a properly executed disbursement notice. (b) When all funds received or to be received by Escrow Agent hereunder, or pursuant hereto, have been released, delivered or otherwise disposed of as provided herein, this Agreement shall thereupon terminate and Escrow Agent shall thereby be released and discharged from all further liability hereunder. (c) The Parties do hereby acknowledge that Escrow Agent is a disinterested stakeholder and has no personal interest in this transaction. As a part of the consideration for Escrow Agent’s duties pursuant agreeing to this Agreement are purely ministerial in natureact as Escrow Agent hereunder, MRTC, GMC and the GCSI do hereby agree that Escrow Agent shall incur no liability whatsoever except for not be required to bring, to defend, or to otherwise enter into any litigation or legal proceedings of any type arising out of or which may in any way be connected with or affected by this Agreement or the performance of it. However, Escrow Agent may, in its willful misconduct sole discretion, bring, defend or gross negligenceotherwise participate in any such litigation or legal proceedings, so long as and in such event, all of its costs, expenses, liabilities and reasonable attorney’s fees shall be borne by and properly paid or refunded out of the Escrow Fund, upon demand. (d) In addition to all other rights and remedies which Escrow Agent might have hereunder, at any time which Escrow Agent is acting not reasonably sure of its rights or duties hereunder, or which there is a dispute or disagreement among or between any persons or parties whomsoever respecting any rights in good faith. The Parties hereby release or to the funds held hereunder or in any way affecting Escrow Agent’s rights or duties hereunder, then Escrow Agent from shall be entitled to file any liability interpleader proceeding, to pay said funds into any court, to bring actions for any error of judgment declaratory judgements or for any act done other quasi-judicial relief or omitted resolution of the disagreement, or it may decline performance from any duties hereunder and may call upon any interested party to seek judicial resolution; (e) Escrow Agent shall be entitled to compensation (as payment in full) for the services to be done rendered by Escrow Agent hereunder in the amount of five percent (5%) of the gross investment income generated under Section 5, which compensation shall be paid from the Escrow Fund. Escrow Agent also shall be entitled to reimbursement from the Escrow Fund for all reasonable expenses, disbursements and advances incurred or made by Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees fees, expenses and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery disbursements of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofits counsel).

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

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

Escrow Agent. (a) The Escrow Agent’s Agent may resign and be discharged from its duties pursuant hereunder at any time by giving notice of such resignation to this Agreement Sellers' Representatives and PhoneTel, which shall specify a date (not less than 30 days following the date of such notice) when such resignation shall take effect. Upon such notice, a successor escrow agent shall be selected by Sellers' Representatives and PhoneTel, such successor escrow agent to become the Escrow Agent hereunder upon the resignation date specified in such notice. If Sellers' Representatives and PhoneTel are purely ministerial in natureunable to agree upon a successor escrow agent within 30 days after the date of such notice, and the Escrow Agent shall incur no liability be entitled to appoint its successor. The Escrow Agent shall continue to serve hereunder until its successor accepts the escrow and acknowledges receipt of the Escrow Amounts. (b) Sellers' Representatives and PhoneTel agree to release and hold the Escrow Agent harmless and indemnify it from any loss or claim whatsoever except for its willful misconduct or gross negligence, so in conjunction with the performance of the duties of the Escrow Agent (including attorney's fees) as long as the Escrow Agent has complied with the provisions of this Escrow Agreement. Said indemnification shall be borne 50% by PhoneTel and 50% by Sellers' Representatives (unless otherwise determined by a court of competent jurisdiction) and survive the termination of this Agreement. (c) The Escrow Agent is acting in good faithnot a party to, and is not bound by, or charged with notice of, any agreement out of which this escrow may arise. The Parties hereby release Escrow Agent shall not be bound by any modification, amendment or revision of this Agreement unless the same shall be in writing and signed by all of the parties hereto. (d) The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow, or any part thereof. Further, the Escrow Agent from shall not be responsible for determining (i) the accuracy of any liability for notices or instructions delivered hereunder, or the form of execution thereof, or (ii) the identity or authority of any error of judgment person executing or for delivering this Agreement, any act done property delivered hereunder, or omitted to be done by any instructions delivered in connection herewith. (e) In the event the Escrow Agent becomes involved in any claim, controversies, or legal proceedings in connection with this Escrow Agreement, PhoneTel, on the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstone hand, and shall holdSellers Representatives, saveon the other, each agrees to indemnify and defend save the Escrow Agent harmless fromfrom 50% of all loss, any costscost, liabilitiesdamages, and expenses expenses, including attorneys' fees suffered or incurred by the Escrow Agent as a result thereof except in serving as the case of the Escrow Agent's gross negligence or willful misconduct. Payment of such costs, damages, expenses or fees shall be paid by PhoneTel and Sellers' Representatives within a reasonable period of time not to exceed thirty (30) days after billing. In the event that payment is not received by Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to billing, Escrow Agent's costs, damages, expenses and fees may be deducted from the Rate Cap Escrow Account. The obligations of PhoneTel and Sellers' Representatives under this paragraph shall be performable at the office of the Escrow Agent in Dallas, Texas, and shall survive the termination of such dispute, the Escrow Agent may bring an appropriate action or proceeding this Agreement for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. any reason whatsoever. (f) The Escrow Agent shall be reimbursed for all costs and expenses protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of such action attorney or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, other paper or document that the Escrow Agent shall have no further liability or obligation hereunder. in good faith believes to be genuine and what it purports to be. (g) The Escrow Agent shall execute not be liable for anything which it may do or refrain from doing in connection herewith, except in the case of the Escrow Receipt attached hereto Agent's own gross negligence or willful misconduct. (h) The Escrow Agent may, at its sole discretion, consult with legal counsel in order the event of any dispute or question as to confirm that the construction of any of the provisions hereof or its duties hereunder, and it has received the ▇▇▇▇▇▇▇ Money shall incur no liability and is holding the same on deposit shall be fully protected in acting in accordance with the provisions hereofopinion and instructions of such counsel except in the case of the Escrow Agent's gross negligence or willful misconduct. PhoneTel, on the one hand, and Sellers' Representatives, on the other, each agrees to reimburse Escrow Agent for 50% of any legal fees incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the hereby acknowledges receipt by Escrow Agent is acting in good faith. The Parties hereby release of the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the initial ▇▇▇▇▇▇▇ Moneymoney deposit paid by Buyer to be applied to the Purchase Price. If there is any dispute as Escrow Agent agrees to whether hold, keep and deliver said initial deposit and all other sums delivered to it pursuant hereto including, without limitation, the additional deposit in accordance with their terms and provisions of this Agreement. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement Escrow Agent is obligated acting in the capacity of a depository only and shall not be liable or responsible to deliver anyone for any damages, losses or expenses unless same shall have been caused by the ▇▇▇▇▇▇▇ Money negligence or as to whom willful misconduct of, or breach of this Agreement, by Escrow Agent. In the ▇▇▇▇▇▇▇ Money is to be deliveredevent of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, the Escrow Agent may shall refuse to comply with any such claims or demands so long as such disagreement may continue; and in so refusing Escrow Agent shall make no delivery or other disposition of any delivery of the monies then held by it under the terms of this Agreement, and may in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money refrain from acting until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of (a) the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money adverse claimants shall have been finally adjudicated in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners monies involved herein providedor affected hereby, the or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have no further liability or obligation hereunderbeen notified in writing of such agreement signed by the parties hereto. The Escrow Agent shall execute not disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Demand from either Buyer or Seller in accordance with the provisions hereofhereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within seven (7) days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above. Further, Escrow Agent shall have the right at all times to pay all sums held by it into any court of competent jurisdiction after a dispute between or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing, upon written request by Buyer at any time prior to the expiration of the Inspection Period, Buyer shall (without the consent or approval of Seller) be entitled to the return of the Deposit if Buyer terminates this Agreement.

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

Escrow Agent. (a) Purchaser and the Company understand and agree that (i) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, a Professional Law Corporation, solely as an accommodation to the Company and Purchaser, has agreed to serve as the escrow agent (the “Escrow Agent”) for the transactions contemplated by this Agreement, (ii) the Escrow Agent is concurrently acting as the Company’s legal counsel in various matters and certain fees and expenses owed by the Company to the Escrow Agent may be paid by the Company out of the escrowed amounts, including fees incurred in connection with the transactions contemplated hereby, and (iii) the duties pursuant to this Agreement of the Escrow Agent are purely only ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct and shall not be liable to the Purchaser, the Company or gross negligence, so long as anyone else unless the Escrow Agent is acting finally judicially determined to have acted in good bad faith. . (b) The Parties Escrow Agent is hereby instructed to receive (i) the Aggregate Purchase Price to be deposited by Purchaser (the “Deposit”) and held in an attorney trust account designated by the Escrow Agent; (ii) original or copies of signature pages of this Agreement; and (iii) correspondence and instructions from the Transfer Agent, including the Issuance Notice. (c) At the Closing, the Escrow Agent shall release to the Company the Deposit, representing the Aggregate Purchase Price. (d) Purchaser and the Company acknowledge and agree that Escrow Agent will be using its firm trust account as the escrow account and that no interest on amounts held in escrow will be paid to the Purchaser or the Company under any circumstances, regardless of the amount of time such funds are held. (e) Purchaser and the Company jointly and severally agree to indemnify and hold harmless the Escrow Agent from any and all fees, costs, expenses, damages, judgments, amounts paid in settlement, and any other liability for any error of judgment incurred by Escrow Agent in connection with, relating to or for any act done or omitted arising from its performance as Escrow Agent hereunder. (f) Escrow Agent will not release the funds deposited by the Purchaser to be done by the Company until Escrow Agent receives an Issuance Notice from the Transfer Agent confirming that the Shares have been issued. (g) By executing this Agreement, Purchaser and the Company are hereby irrevocably authorizing and instructing the Escrow Agent in to return the good faith performance Purchaser’s Aggregate Purchase Price to the Purchaser if the Closing has not occurred on or prior to five (5) business days following the receipt of its duties hereunder and do each hereby indemnify the Deposit (the “Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. Period”). (h) The Escrow Agent is acting as a stakeholder only with respect entitled to rely on the ▇▇▇▇▇▇▇ Money. If there is accuracy, act in reliance upon the contents and assume the genuineness of any written notification received by it from the Company, the Purchaser and the Transfer Agent. (i) In the event of dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money regarding any instructions or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, notification the Escrow Agent may refuse receive hereunder, Escrow Agent is under no obligation to make bring an action or proceeding in court with respect to any delivery and escrowed amounts, but may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by escrowed amounts or return them to Purchaser at any time after the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Period. (j) Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties has no responsibilities or obligations as Escrow Agent, except as set forth in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty this Section 1.4. (30k) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in is a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthird party beneficiary under this Agreement.

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

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

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

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

Escrow Agent. The Deposit shall be held and disbursed by the Escrow Agent upon the following terms: 15.1 Upon the Closing of this transaction on the Closing Date, the Escrow Agent shall pay the Deposit to the Seller, as provided in Section 2.3(a). 15.2 In the event that the Agreement is terminated, the Escrow Agent shall pay the Deposit to the appropriate Party in accordance with the terms of this Agreement (“Recipient Party”). Before disbursing the Deposit to the Recipient Party, the Escrow Agent shall give the other Party (“Non-recipient Party”) written notice at least three (3) business days before such disbursement (“Disbursement Notice”). If the Non- Recipient Party fails to give the Recipient Party and the Escrow Agent a written objection within three (3) business days after receiving the Disbursement Notice, the Non-Recipient Party shall be deemed to accept the disbursement of the Deposit to the Recipient Party. 15.3 In the event of a dispute regarding the disbursement of the Deposit, the Escrow Agent shall not make any delivery, but shall hold the Deposit until given direction in writing for the disposition of the Deposit signed by both the Seller and the Purchaser, or in the absence of such direction, the Escrow Agent may: (i) hold the Deposit until final determination is made regarding the Parties’ rights in an appropriate proceeding, or (ii) bring an interpleader action in a court having jurisdiction and place the Deposit in the registry of such court, as may be ordered by the court. In any action regarding the Deposit, Escrow Agent shall be reimbursed for all reasonable costs and expenses incurred by the Escrow Agent’s duties pursuant , including, but not limited to, reasonable attorneys’ fees and costs, by the Party who shall be determined not to be entitled to receive the Deposit. Upon the Escrow Agent making delivery of the Deposit as provided in this Agreement, the Escrow Agent shall have no further liability to the Parties to this Agreement Agreement. 15.4 It is understood that the duties of the Escrow Agent are only as specifically stated in this Agreement, and are purely ministerial in nature, and the . The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so as long as the Escrow Agent is acting acts in good faith. The Parties Seller and the Purchaser hereby release the Escrow Agent from any liability for any error of judgment or for any act done (or omitted to be done done) by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofunder this Agreement.

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

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

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

Escrow Agent. (a) The Escrow Agent’s Agent agrees to hold the Deposit in accordance with the terms hereof. Contemporaneously with the execution and delivery of the Agreement by Buyer, the Buyer shall deposit with the Escrow Agent the Deposit. Escrow Agent shall invest the Deposit in an interest-bearing savings or money market account, short--term U.S. Treasury Bills or similar cash equivalent securities or as the Seller and Buyer may together direct. At Closing, the Escrow Agent shall apply the Deposit to the Purchase Price, together with any accrued interest thereon. (b) If Escrow Agent is uncertain for any reason whatsoever as to its duties pursuant or rights hereunder, Escrow Agent shall continue to hold the Deposit until Escrow Agent receives a written agreement of both parties with respect to disposition of the Deposit, in which event Escrow Agent shall distribute the Deposit in accordance with such agreement; or in the event of litigation between or among the parties shall continue to hold the Deposit until such time as the parties resolve their dispute or such dispute is resolved by judicial or other proceedings. (c) Acceptance by the Escrow Agent of its duties under this Agreement are purely ministerial in natureis subject to the following terms and conditions: (i) The duties and obligations of the Escrow Agent shall be determined solely by the provisions of this Agreement, and the Escrow Agent shall incur no liability whatsoever not be liable except for its willful misconduct or gross negligence, so long the performance of such duties and obligations as are specifically set out in this Agreement; (ii) The Seller and the Buyer will jointly and severally reimburse and indemnify the Escrow Agent is for, and hold it harmless against any loss, liability or expense, including but not limited to reasonable attorneys' fees, incurred without bad faith, negligence or willful misconduct on the part of the Escrow Agent, arising out of or in connection with any dispute or conflicting claim by the Seller or the Buyer under this Agreement, as well as the costs and expense of defending against any claim or liability arising out of or relating to this Agreement except where such claim or liability arises from the bad faith, negligence or willful misconduct on the part of the Escrow Agent; as between the Seller (on the one hand) and the Buyer (on the other hand) their obligations under this Subsection 17(c)(ii) shall be shared equally; (iii) The Escrow Agent shall be fully protected in acting in good faith. The Parties hereby release on and relying upon any written notice, instruction, direction or other document which the Escrow Agent from any liability in good faith believes to be genuine and to have been signed or presented by the proper party or parties; (iv) The Escrow Agent shall not be liable for any error of judgment judgment, or for any act done or step taken or omitted to be done by the it in good faith or for any mistake in fact or law, or for anything which it may do or refrain from doing in connection herewith, except for its own bad faith, negligence or willful misconduct; (v) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken or suffered by it in good faith performance in accordance with the opinion of such counsel; (vi) The Escrow Agent may resign and be discharged from its duties hereunder and do at any time by giving written notice of such resignation to each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ MoneyBuyer and the Seller specifying a date, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within less than thirty (30) days after notice to the Escrow Agent date of such disputenotice, when such resignation will take effect. Upon the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses effective date of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedresignation, the Escrow Agent shall have no further liability deliver the funds held in escrow to such person or obligation hereunder. The persons as the Buyer and the Seller shall in writing jointly direct, and upon such delivery the Escrow Agent shall execute be relieved of all duties and liabilities thereafter accruing under this Agreement. The Buyer and the Seller shall have the right at any time upon joint action to substitute a new Escrow Agent by giving notice thereof to the Escrow Receipt attached hereto Agent then acting; and (vii) Nothing contained in order this Agreement shall in any way affect the right of the Escrow Agent to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofhave at any time a judicial settlement of its accounts as Escrow Agent under this Agreement.

Escrow Agent. The Escrow Agent’s duties pursuant Agent shall not be entitled to this Agreement are purely ministerial in nature, and any fees or compensation for its services as the Escrow Agent hereunder. The sole responsibility of the Escrow Agent shall incur be to disburse the Earn▇▇▇ ▇▇▇ey in accordance with this Agreement and to account to Seller and to Purchaser for the Earn▇▇▇ ▇▇▇ey. Escrow Agent shall have no liability whatsoever except obligation or authority to determine the appropriateness of any request for its willful misconduct or gross negligence, so long as the disbursements made pursuant to this Agreement. Escrow Agent is acting in good faith. The Parties hereby release authorized and agrees by acceptance thereof to hold the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the Earn▇▇▇ ▇▇▇ey in escrow and to disburse the Earn▇▇▇ ▇▇▇▇ Moneyey in accordance with the terms and conditions of this Agreement. If there is any dispute In the event of doubt as to whether its duties or liabilities under the Escrow Agent is obligated provisions of this Agreement, or if either Seller or Purchaser disputes in writing a claim by the other to deliver the Earn▇▇▇ ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredey, the Escrow Agent may refuse to make any delivery and may may, in its sole discretion, continue to hold the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey until receipt by the Escrow Agent of parties having an authorization interest therein mutually agree in writing, signed by Seller and Buyer, directing writing to the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money disbursement thereof or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending shall determine the rights of the parties thereto, or Escrow Agent may deposit the Earn▇▇▇ ▇▇▇ey then held pursuant to this Agreement with the Clerk of the Circuit Court of Orange County, Florida and upon notifying all parties concerned of such determinationaction, all liability on the part of Escrow Agent shall fully terminate except to the extent of accounting for any money delivered out of escrow. The In the event of any suit wherein Escrow Agent is made a party by virtue of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent interpleads the subject matter of this escrow, Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to recover reasonable attorney's fee and costs incurred. All parties agree that Escrow Agent shall not be liable to any party or person whomsoever for misdelivery to Seller or to Purchaser of money subject to this escrow, or for any act or omission on its part undertaken, unless such misdelivery, act or omission shall be due to bad faith and in willful disregard of this Agreement, or due to negligence. In the event Escrow Agent returns the Earn▇▇▇ ▇▇▇ey to Purchaser, Escrow Agent shall provide concurrent written notice of such return to Seller. Escrow Agent shall not be responsible for assuring the rate of interest to accrue on the Earn▇▇▇ ▇▇▇ey, for any fluctuation in the rate of interest accruing on the Earn▇▇▇ Money. Upon making delivery of the ▇▇▇ey, for any failures on the part of the depository bank, for the unavailability of deposit insurance on all or any portion of the Earn▇▇▇ ▇▇▇▇ Money in ey, or for any of other matters beyond the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money direct and is holding the same on deposit in accordance with the provisions hereof.exclusive

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, ▇▇▇▇▇▇ and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇ appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money▇▇▇▇▇▇ & Ball, LLP to serve as escrow agent hereunder ("Escrow Agent"). The Escrow Agent receiving funds agrees to promptly deposit them in a non-interest-bearing escrow account, to hold them in escrow, and disburse them in accordance with this Agreement. No funds shall be returned to the Buyer during the Investigation Period, if any, until the Buyer furnishes proof satisfactory to the Escrow Agent that all costs incurred in connection with the investigation have been fully paid. The funds will be released only (1) at Closing; or (2) upon written direction from both parties; or (3) to the Buyer at Seller's written direction; or (4) to the Seller five (5) days after receipt of written direction from the Seller stating that the Buyer is in default under the terms of the Agreement, in which event the Escrow Agent shall promptly furnish a copy of the directions to Buyer and if there is no written objection thereto within five (5) days, the Escrow Agent shall remit the Deposit to Seller. If there a written objection is any dispute as to whether filed within the time allowed or if the Escrow Agent is obligated in doubt as to deliver its duties, the Escrow Agent may continue to hold the funds in escrow until the matter is resolved either by joint written direction from the parties or by order of the Circuit Court having jurisdiction of the dispute, or the Escrow Agent may interplead the same in the Circuit Court. In any such action or proceeding, the Escrow Agent shall be entitled to recover its reasonable costs and attorney's fees in an equal amount from both Parties. A. All deposits paid pursuant to this Agreement prior to the Closing shall be held in escrow by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is & Ball, LLP in a non-interest bearing account subject to the terms of the Agreement. B. The Escrow Agent shall be deliveredsubject to the following terms and conditions and no others: (1) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Agreement and no implied duties or obligations shall be read into this Agreement against the Escrow Agent. Further, the Escrow Agent shall be under no obligation to refer to any other documents between or among Buyer and Seller related in any way to this Agreement. (2) The Escrow Agent shall not be liable to anyone by reason of any error of judgment, or for any act done or step taken or omitted by the Escrow Agent in good faith, or for any mistake of fact or law, or for anything which the Escrow Agent may do or refrain from doing in connection herewith, unless caused by or arising out of the actual and intentional misconduct of the Escrow Agent or any act of the Escrow Agent in willful disregard of this Agreement or involving gross negligence on the part of the Escrow Agent. (3) The Escrow Agent shall be entitled to rely upon and shall not be subject to any liability in acting in reliance upon, any writing furnished to the Escrow Agent by either Buyer or Seller and shall be entitled to treat as genuine and as the document it purports to be, any letter, paper, or other document furnished to the Escrow Agent in connection with this Agreement. The Escrow Agent may rely on any affidavit of either Buyer or Seller or any other person as to the existence of any facts stated therein to be known by the affiant. (4) In the event of any disagreement between the Buyer and Seller resulting in adverse claims and demands being made in connection with or against the funds held in escrow, the Escrow Agent shall be entitled, at the Escrow Agent's option, to refuse to make comply with the claims or demands of either party until such disagreement is finally resolved (a) by a court of competent jurisdiction (in proceedings which the Escrow Agent or any delivery other party may initiate, it being understood and may continue agreed by the Buyer and Seller that the Escrow Agent has authority (but no obligation) to hold initiate such proceedings); or (b) by an arbitrator in the ▇▇event that ▇▇▇▇▇ Money until receipt and Seller determine to submit the dispute to arbitration pursuant to the applicable rules of the American Arbitration Association, and in so doing the Escrow Agent shall not be or become liable to any party. (5) Buyer and Seller each agree to indemnify the Escrow Agent against any and all losses, liabilities, costs (including reasonable legal fees) and other expenses in any way incurred by the Escrow Agent in connection with or as a result of an authorization any disagreement between Buyer and Seller under this Agreement or otherwise incurred by the Escrow Agent in writingany way on account of their role as escrow agent, signed by except that neither Buyer nor Seller and Buyer, directing shall have any obligation to pay the disposition of the Escrow Agent any fee for escrow services hereunder. ▇▇. ▇▇▇▇▇ Money, or, in and Seller acknowledge that the absence of such written authorization, Escrow Agent is counsel to Seller and agree that the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, continue to act as Seller’s counsel notwithstanding any dispute or a proceeding for such determination is not begun, within thirty (30) days after notice litigation arising with respect to the deposit or Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent's duties.

Escrow Agent. The Escrow Agent’s duties pursuant to , in its capacity as holder of the Deposit in escrow, joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 3.6. A. The duties of the Escrow Agent shall incur be as follows: (i) The Escrow Agent shall deposit, hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (ii) If this Agreement shall be terminated by the mutual written agreement of the Purchaser and the Seller, or if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between the Seller and the Purchaser concerning to whom the Deposit should be paid and delivered, then and in any event, the Escrow Agent may request the joint written instructions of the Seller and the Purchaser and pay and deliver the Deposit in accordance therewith. In the event that such written instruction shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent has served a written request for instructions upon the Seller and the Purchaser, then the Escrow Agent shall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the State of Florida, and interplead the Seller and the Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. B. If costs or expenses are incurred by the Escrow Agent in its capacity as holder of the Deposit in escrow because of litigation or a dispute between the Seller and the Purchaser arising out of the holding of the Deposit in escrow, the Seller and the Purchaser shall each pay the Escrow Agent one-half of such reasonable costs and expenses. C. By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder. D. The Purchaser and the Seller hereby agree and acknowledge that the Escrow Agent assumes no liability whatsoever in connection herewith except for its willful misconduct or gross negligence, so long as ; that the Escrow Agent is acting in good faith. The Parties hereby release shall never be responsible for the Escrow Agent from validity, correctness or genuineness of any liability for any error of judgment document or for any act done or omitted notice referred to be done by the Escrow Agent under this Agreement; and that in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredunder this Agreement, the Escrow Agent may refuse to make seek advice from its own legal counsel and shall be fully protected in any delivery action taken by it in good faith in accordance with the good faith opinion of its legal counsel. E. Purchaser and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The agree that Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingfree to represent Purchaser in any dispute relating to this Agreement in addition to acting as Escrow Agent, including reasonable attorneys’ fees and disbursementswithout limitation, by the Party determined not to be entitled a dispute relating to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofDeposit.

Escrow Agent. (a) It is understood that the Escrow Agent’s duties pursuant to , or its successor, will charge fees for its services under this Agreement, the payment of which, together with the Escrow Agent's expenses in connection herewith, all as set forth on Schedule B hereto, shall be paid one-half by GTSI and one-half by BTG. (b) The Escrow Agent may terminate its obligations under this Agreement are purely ministerial in natureupon 30 days prior written notice to GTSI and BTG. In the event of such notice, GTSI and BTG may appoint a successor Escrow Agent, and the Escrow Agent shall incur no liability whatsoever promptly transfer to the successor Escrow Agent, as directed, all Escrow Funds and Escrow Shares being held by it pursuant to this Agreement. If GTSI and BTG are unable to select a successor Escrow Agent, either GTSI or BTG may petition a court of competent jurisdiction for the appointment of a successor, and pending such appointment, the Escrow Agent shall deliver all such Escrow Funds and Escrow Shares to such court. (c) The Escrow Agent shall not be liable for any action or omission to act hereunder except for its own gross negligence or willful misconduct or gross negligence, so long as misconduct. In no event shall the Escrow Agent is acting in good faithhave any responsibility to ascertain or take action with respect to the Escrow Funds and the Escrow Shares held by it hereunder, except as expressly provided herein. The Parties hereby release Escrow Agent may act in reliance upon any joint written communication of GTSI and BTG concerning the delivery of the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by Funds and the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred Shares held by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations it hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is may act in reliance upon any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money writing, instrument or as to whom the ▇▇▇▇▇▇▇ Money is signature which it, in good faith, believes to be deliveredgenuine, may assume the Escrow Agent may refuse to make validity and accuracy of any delivery statement or assertion contained in such writing or instrument and may continue assume that any person purporting to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in give any writing, signed by Seller and Buyernotice, directing advice or instructions in connection with the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice provisions hereof has been duly authorized to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationdo so. The Escrow Agent does not assume and shall have no responsibility for, and makes no representation as to, monitoring the value of or determining the legal enforceability or validity of the Escrow Shares held by it hereunder. (d) The Escrow Agent shall have no duties or responsibilities except those that are specifically set forth herein and no duties or obligations shall be reimbursed for all costs and expenses of such implied in this Agreement against the Escrow Agent. If the Escrow Agent shall request instructions from GTSI or BTG with respect to any act, action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not failure to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money act in any of the manners herein providedconnection with this Agreement, the Escrow Agent shall be entitled to refrain from taking such action and continue to refrain from acting unless and until it shall have no further received written instructions from such party without incurring any liability therefor to GTSI, BTG or obligation hereunderany other person. (e) GTSI and BTG each agree to reimburse, indemnify and hold harmless the Escrow Agent and its directors, officers, employees and agents from and against any and all liability, loss, cost and expense, including reasonable fees and expenses of counsel arising from or connected with the Escrow Agent's execution and performance of this Agreement, including but not limited to the claims of any third parties, except in the case of liability, loss, cost or expense resulting from gross negligence or wilful misconduct on the part of the Escrow Agent. To the extent the Escrow Agent is not reimbursed, indemnified or held harmless as required in the preceding sentence, GTSI and BTG will reimburse, indemnify and hold harmless the Escrow Agent and its directors, officers, employees and agents for liability, loss, cost and expense arising from any action or refraining from action in accordance with joint instructions given to the Escrow Agent by GTSI and BTG. (f) The Escrow Agent shall execute have no lien on the Escrow Receipt attached hereto in order Funds or the Escrow Shares held by it hereunder. Except for payment of fees and/or expenses greater than 60 days old from the date of invoice(s) presented for payment, the Escrow Agent waives any right of set off, lien or similar right with respect to confirm the Escrow Funds or the Escrow Shares which arises by operation of law or otherwise. (g) The Escrow Agent shall not be liable to pay any tax on any interest earned on the Escrow Funds, it being the understanding of the parties that it has received such tax shall be the ▇▇▇▇▇▇▇ Money and responsibility of BTG. The tax identification number of BTG is holding the same set forth on deposit in accordance with the provisions hereofSchedule C hereto.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller Sellers and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. Purchaser understands that Fulbright & ▇▇▇▇▇▇▇▇, L.L.P., solely as an accommodation to the Company and Purchasers, has agreed to serve as the escrow agent (the “Escrow Agent”) for the transactions contemplated by this Agreement. The Escrow Agent is concurrently acting as the Company’s legal counsel and that certain fees and expenses owed by the Company to the Escrow Agent may be paid by the Company out of the escrowed amounts, including fees incurred in connection with the transactions contemplated hereby. Purchaser agrees and acknowledges that the duties pursuant to this Agreement of the Escrow Agent are purely only ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct and shall not be liable to any Purchaser, the Company or gross negligence, so long as anyone else unless the Escrow Agent is acting finally judicially determined to have acted in good bad faith. The Parties Escrow Agent is hereby instructed to receive (i) the purchase price of the investment to be deposited by Purchaser at the Closing and held in an attorney trust account designated by the Escrow Agent; and (ii) receive original or copies of signature pages of this Agreement and the other Financing Documents. At the Closing, the Escrow Agent shall (x) release the deposited funds along with original or copies of the signature pages to this Agreement and the other Financing Documents to the Company; and (y) shall release the copies of the signature pages to this Agreement and the other Financing Documents to Purchaser. Purchaser and the Company acknowledge and agree that Escrow Agent will be using it’s firm trust account as the escrow account and that no interest on amounts held in escrow will be paid to any Purchaser or the Company under any circumstances, regardless of the amount of time such funds are held. Purchasers and the Company jointly and severally agree to indemnify and hold harmless the Escrow Agent from any and all fees, costs, expenses, damages, judgments, amounts paid in settlement, and any other liability for incurred by Escrow Agent in connection with, relating to or arising from it’s performance as Escrow Agent hereunder. Escrow Agent will not release the funds of any error of judgment or for any act done or omitted Purchaser to the Company until Escrow Agent receives written authorization (which may be done by e-mail) from such Purchaser to do so. By executing this Agreement, Purchaser and the Company are hereby irrevocably authorizing and instructing the Escrow Agent in to return each Purchaser’s Purchase Price to such Purchaser if the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstClosing has not occurred on or prior to November 15, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder2003. The Escrow Agent is acting as a stakeholder only with respect entitled to rely on the ▇▇▇▇▇▇▇ Moneyaccuracy, act in reliance upon the contents and assume the genuineness of any instructions received by it from the Company or any Purchaser. If there is In the event of dispute regarding any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, instructions the Escrow Agent may refuse receive hereunder, Escrow Agent is under no obligation to make bring an action or proceeding in court with respect to any delivery and escrowed amounts, but may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the escrowed amounts or return them to Purchasers at any time after November 15, 2003. Escrow Agent of an authorization has no responsibilities or obligations as Escrow Agent, except as set forth in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the this Section 2.3. Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until is a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthird party beneficiary under this Agreement.

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

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

Escrow Agent. The escrow of the Escrow Agent’s duties pursuant Deposit shall be subject to the following provisions: 9.15.1.1. The parties hereto have mutually requested that the Escrow Agent act as escrow agent for the purpose of holding the Escrow Deposit in accordance with the terms of this Agreement are purely ministerial in natureAgreement, and as such, the payment of the Escrow Deposit to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as be determined solely by the express provisions of this Agreement. The Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstconsidered as a depository only, shall not be deemed to be a party to any document other than this Agreement, and shall holdnot be responsible or liable in any manner whatsoever for the sufficiency, savemanner of execution, or validity of any written instructions, certificates or any other documents received by it, nor as to the identity, authority or rights of any persons executing the same. The Escrow Agent shall be entitled to rely at all times on instructions given by Seller and/or Purchaser, as the case may be and defend as required hereunder, without any necessity of verifying the authority therefore. The Escrow Agent shall have no right or obligation to approve any amendment to this Agreement unless such amendment purports to affect the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and Agent’s rights or obligations hereunder. The Escrow Agent hereby agrees to serve as the “real estate reporting person” (as such term is acting defined in Section 6045(e) of the Internal Revenue Code of 1986, as a stakeholder only with respect to amended (the ▇▇▇▇▇▇▇ Money“Code”)). 9.15.1.2. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredAt Closing, the Escrow Agent may refuse Deposit shall be paid to make any delivery Seller and may continue applied to hold the ▇▇▇▇▇▇▇ Money until Purchase Price. Upon the receipt by the Escrow Agent of a written notice from either Seller or Purchaser stating that an authorization event has occurred under this Agreement entitling the party delivering such notice to the Escrow Deposit, the Escrow Agent shall deliver written notice (the “Demand Notice”) thereof to the other party and, unless such other party shall have delivered a written notice of objection to the Escrow Agent within ten (10) days following receipt by such other party of the Demand Notice, the Escrow Agent shall deliver the Escrow Deposit to the party initially requesting the Escrow Deposit. The Escrow Agent shall not at any time be held liable for actions taken or omitted to be taken in writing, signed good faith and without negligence. Seller and Purchaser agree to save and hold the Escrow Agent harmless and indemnify the Escrow Agent from any loss and from any claims or demands arising out of its actions hereunder other than any claims or demands arising from the Escrow Agent’s gross negligence or willful misconduct. It is further understood by Seller and BuyerPurchaser that if, directing as a result of any disagreement between them or adverse demands and claims being made by any of them upon the disposition of Escrow Agent, or if the ▇▇▇▇▇▇▇ Money, or, Escrow Agent otherwise shall become involved in the absence of such written authorizationlitigation with respect to this Agreement, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to deposit the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in Deposit with a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit and/or in accordance with the provisions hereoforder of a court of competent jurisdiction and in any such event, Seller and Purchaser agree that they, jointly and severally, are and shall be liable to the Escrow Agent and shall reimburse the Escrow Agent on demand for all costs, expenses and reasonable counsel fees it shall incur or be compelled to pay by reason of any such litigation. Seller and Purchaser agree between themselves that each shall be responsible to advance one-half of all amounts due the Escrow Agent pursuant to this Section, provided that any such advance by Seller or Purchaser as a result of any dispute or litigation between them shall be without prejudice to its right to recover such amount as damages from the breaching party.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent The E▇▇▇▇▇▇ Money shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done held by the Escrow Agent in until the good faith performance Closing Date or sooner termination of its duties hereunder this Agreement and do each hereby indemnify the Escrow Agent againstshall deposit the E▇▇▇▇▇▇ Money in an IOLTA Trust Account in which all interest is paid to the SC Bar Foundation. In the event the Closing shall occur in accordance with the provisions of this Agreement, then, Seller and Buyer shall hold, save, and defend the deliver to Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the written instructions directing Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderto deliver the E▇▇▇▇▇▇ Money to Seller. The Escrow Agent is acting as a stakeholder only with respect Subject to the provisions of Section 6 of this Agreement governing return of the E▇▇▇▇▇▇ Money following Buyer’s termination prior to the expiration of the Inspection Period, if, for any reason, the Closing does not occur pursuant to the provisions of this Agreement and either party makes a written demand upon Escrow Agent, by registered or certified mail (return receipt optional), or Federal Express, for the payment of the E▇▇▇▇▇▇ Money, then Escrow Agent shall give written notice in accordance with the provisions hereof to the other party of the receipt of such demand. If there is any dispute as to whether the Escrow Agent is obligated does not receive a written objection from the other party to deliver the ▇proposed payment of the E▇▇▇▇▇▇ Money or as pursuant to whom the ▇demand within ten (10) days after the delivery of such notice by Escrow Agent, Escrow Agent is hereby authorized to make such payment in accordance with the aforesaid demand. If Escrow Agent receives written objection from the other party to the proposed payment of the E▇▇▇▇▇▇ Money is pursuant to be deliveredthe aforesaid demand within such ten (10) day period or if, the for any other reason, Escrow Agent may refuse in good faith shall elect not to make any delivery and may such payment, Escrow Agent shall continue to hold the ▇E▇▇▇▇▇▇ Money until receipt otherwise directed by the Escrow Agent of an authorization in writing, signed by written instructions from Seller and BuyerBuyer or a final judgment of a court of competent jurisdiction. Escrow Agent, directing however, shall have the disposition of right at any time to deposit the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇E▇▇▇▇▇▇ Money until a final determination with the clerk of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a any court of competent jurisdiction pending in the state where the Property is located, and Escrow Agent shall give written notice of such determination. The deposit to the Seller and the Buyer, and upon such deposit being made, Escrow Agent shall be reimbursed discharged from all obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for all costs their convenience, that Escrow Agent may act upon any writing believed by it in good faith to be genuine and expenses of such action or proceeding, including reasonable attorneys’ fees to be signed and disbursements, presented by the Party determined proper person, that Escrow Agent shall not be deemed to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery agent of either of the ▇▇▇▇▇▇▇ Money in any parties, and that Escrow Agent shall not be liable to either of the manners herein providedparties for any act or omission on its part unless taken or suffered in bad faith, the in willful disregard of this Agreement or involving gross negligence. Escrow Agent shall have no further liability duties or obligation hereunderresponsibilities except as set forth herein. The Escrow Agent shall execute not be bound by any modification of the Agreement unless the same is in writing and signed by the Buyer and Seller and if Escrow Agent’s duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. The Seller and Buyer hereby jointly and severally indemnify and hold the Escrow Receipt attached hereto Agent harmless from and against all costs, claims and expenses (including reasonable attorney’s fees) incurred in order to confirm that it has received connection with the ▇▇▇▇▇▇▇ Money and is holding performance by the same on deposit Escrow Agent of its duties in accordance with the provisions hereofof this Section of this Agreement.

Escrow Agent. 6.1 In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 6.2 The Company agrees from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent’s duties , its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement are purely ministerial or anything in natureany manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof; provided that the Company shall not be obligated to save, defend and keep harmless and fully indemnify the Escrow Agent shall incur no liability whatsoever except for its against any loss, costs, charges, suits, demands, claims, damages or expenses arising out of the gross negligence or willful misconduct of the Escrow Agent. 6.3 In case proceedings should hereafter be taken in any court respecting the Shares or gross negligencethe Certificates, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 6.2 against its costs of such proceedings. 6.4 The Escrow Agent will have no responsibility in respect of loss of the Certificates except the duty to exercise such care in the safekeeping thereof as it would exercise if the Certificates belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel. 6.5 The Escrow Agent will not be bound in any way by any contract between the other Parties whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Certificates as herein directed and to deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Certificates or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so long execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is acting in good faith. The concerned that the said documents are deposited with it as herein specified by the Parties hereby release with the Escrow Agent. 6.6 In the event that the any of Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent from will obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any liability for any error provision of judgment or for any act done or omitted this Agreement to be done by the contrary. If the Escrow Agent in obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the good faith performance Parties or to any other person by reason of its duties hereunder and do each hereby indemnify the Escrow Agent againstsuch compliance, and shall holdnotwithstanding that such writs, saveorders, and defend the Escrow Agent harmless fromjudgments or decrees may be subsequently reversed, any costsmodified, liabilitiesannulled, and expenses incurred by the Escrow Agent in serving set aside or vacated. 6.7 Except as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether herein otherwise provided, the Escrow Agent is obligated authorized and directed to deliver disregard any and all notices and warnings which may be given to it by any of the ▇▇▇▇▇▇▇ Money Parties or as by any other person, firm, association or corporation. It will, however obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to whom comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the ▇▇▇▇▇▇▇ Money is Parties or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be deliveredreversed, modified, annulled, set aside or vacated. 6.8 If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Certificates until receipt the lawful determination of the issue between the Parties. 6.9 If written notice of protest is made by any of the Securityholder and/or the Company to the Escrow Agent to any action contemplated by the Escrow Agent of an authorization in writingunder this Agreement, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationnotice sets out reasons for such protest, the Escrow Agent may at its sole discretion continue to hold the ▇▇▇▇▇▇▇ Money Certificates until the right to the documents is legally determined by a final determination court of competent jurisdiction or otherwise. 6.10 The Escrow Agent may resign as Escrow Agent by giving not less than five days’ notice thereof to the rights of Securityholder and the Parties in an appropriate judicial proceedingCompany. If such written authorization is The Securityholder and the Company may terminate the Escrow Agent by giving not given, or a proceeding for such determination is not begun, within thirty (30) days after less than five days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five days after the date of receipt of the termination notice given hereunder or on such disputeother date as the Escrow Agent, the Securityholder and the Company may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five days’ notice period deliver the Certificates to the new escrow agent to be named by the Securityholder and the Company. 6.11 The Escrow Agent may act upon any written instructions given jointly by the Securityholder and the Company. 6.12 Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Securityholder and/or the Company, this Agreement or any matters arising thereto, the Escrow Agent may bring in its sole discretion deliver and interplead the Certificates into court and such delivery and interpleading will be an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled effective discharge to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

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

Escrow Agent. 3.1 This Agreement may be altered or amended only with the written consent of all of the parties hereto. Should any of the parties attempt to change this Agreement in any manner, which, in the Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature's discretion, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredundesirable, the Escrow Agent may refuse resign as Escrow Agent by notifying all parties in writing. In the case of the Escrow Agent's resignation pursuant to make any delivery and may continue the foregoing, its only duty, until receipt of notice from the parties that a successor escrow agent has been appointed, shall be to hold and preserve the ▇▇▇▇▇▇▇ Money until Deposit. Upon receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing said notice from the disposition parties of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Deposit, the Escrow Agent shall promptly thereafter transfer the Deposit to said successor escrow agent. The Escrow Agent is authorized to disregard any notices received from the parties after notice of resignation or removal has been given. 3.2 The Escrow Agent shall not be liable for any action taken or omitted by it in good faith, and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to the parties. The Escrow Agent has no liability hereunder to either party other than to hold the Deposit and to deliver it under the terms hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction (other than for non-compliance with the terms of the Agreement by the Escrow Agent) including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement. 3.3 The parties acknowledge and represent that they are not being represented in a legal capacity by J. Bennett Grocock, P.A., and have had the opportunity to consult ▇▇▇▇ ▇▇▇▇▇ Money, or, in o▇▇ ▇▇▇▇l advisors prior to the absence signing of this Agreement. 3.4 The Escrow Agent shall be obligated only for the performance of such written authorizationduties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorney shall be conclusive evidence of such good faith. 3.5 The Escrow Agent is hereby expressly authorized to disregard any and all instructions given by any one of the parties hereto, accepting only instructions signed by all parties and orders or process of courts of law, and Escrow Agent is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.6 The Escrow Agent shall not be liable in any respect on account of the identity, authority, or rights of the Parties in an appropriate judicial proceeding. parties executing or delivering or purporting to execute or deliver this Agreement. 3.7 If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 3.8 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of such disputepossession of the Deposit held by the Escrow Agent hereunder, the Escrow Agent may bring an appropriate action is authorized and directed in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's possession without liability to anyone all or proceeding for leave to deposit any part of the ▇▇▇▇▇▇▇ Money in Deposit until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction pending such determination. The after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be reimbursed for all costs under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the Deposit to a state or federal court having competent subject matter jurisdiction and expenses located in the State of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Florida in accordance with the provisions hereofapplicable procedure therefor.

Escrow Agent. (a) Seller and Purchaser hereby appoint Escrow Agent as escrow agent to hold, administer and disburse the Deposit. Escrow Agent accepts such appointment and agrees to hold, invest and disburse the Deposit in accordance with the terms of this Agreement. Upon receipt of the Deposit, Escrow Agent shall give written notice of such receipt to Purchaser and Seller. In the event that Escrow Agent does not receive the Deposit on or before the date two (2) business days after the Effective Date, Escrow Agent shall so notify Purchaser and Seller in writing. (b) The Escrow Agent shall hold the Deposit in an interest-bearing, money market account with ▇▇▇▇▇ Fargo Bank, N.A., in accordance with the terms and conditions of this Agreement. All interest or other income on such sum shall be the sole and exclusive income and property of Purchaser and shall be disbursed to Purchaser at any time or from time to time as Purchaser shall direct Escrow Agent. Such interest or other income shall not be deemed a part of the Deposit. Purchaser’s duties Federal Identification Number is ▇▇-▇▇▇▇▇▇▇. (c) At such time as Escrow Agent receives written notice from either Purchaser or Seller, or both, setting forth the identity of the party to whom such Deposit (or portions thereof) is to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to this Agreement which the disbursement of such Deposit (or portions thereof) is being requested, Escrow Agent shall disburse such Deposit pursuant to such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (i) promptly notify the other party (either Purchaser or Seller as the case may be) that Escrow Agent has received a request for disbursement, and (ii) withhold disbursement of such Deposit for a period of ten (10) days after Escrow Agent notifies such other party of the disbursement request and if Escrow Agent receives written notice from either Purchaser or Seller within said ten (10) day period which notice countermands the earlier notice of disbursement, then Escrow Agent shall withhold such disbursement until both Purchaser and Seller can agree upon a disbursement of such Deposit. Purchaser and Seller hereby agree to send to the other, pursuant to Section 11.4 below, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement. (d) Seller and Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature, nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Deposit for its any reason other than Escrow Agent’s willful misconduct or default, breach of trust, or gross negligence, so long as . In the event that Escrow Agent is acting shall be in good faith. The Parties hereby release doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Purchaser and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Deposit, Escrow Agent is obligated shall not be required to deliver disburse the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredDeposit and may, the Escrow Agent may refuse to make any delivery and may at its option, continue to hold the ▇▇▇▇▇▇▇ Money Deposit, until receipt by the Escrow Agent of an authorization in writingboth Purchaser and Seller agree as to its disposition, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money or until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization judgment is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in entered by a court of competent jurisdiction pending such determination. The directing its disposition, or Escrow Agent may interplead the Deposit in accordance with the laws of the state in which the Property is located. (e) Escrow Agent shall not be reimbursed responsible for all costs and expenses any interest on the Deposit except as is actually earned, or for the loss of such action or proceeding, including reasonable attorneys’ fees and disbursements, by any interest resulting from the Party determined not to be entitled withdrawal of the Deposit prior to the ▇▇▇▇▇▇▇ Money. Upon making delivery date interest is posted thereon. (f) Purchaser and Seller hereby agree to indemnify and hold Escrow Agent harmless against any and all losses, claims, damages, liabilities, and expenses, including, without limitation, reasonable costs of investigation and legal counsel fees, which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with the ▇▇▇▇▇▇▇ Money in performance of its duties hereunder, including, without limitation, any of litigation arising from this Agreement or involving the manners herein subject matter hereof; provided, the however, that Escrow Agent shall have no further is not indemnified for any such losses, claims, damages, liability and/or expenses that rise in part or obligation hereunder. The in whole out of Escrow Agent’s willful misconduct or default, breach of trust or gross negligence. (g) Escrow Agent shall execute this Agreement solely for the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with purpose of being bound by the provisions of Section 2.5, Section 2.6, Section 6.4(b), Section 7.1 and Section 7.2 hereof.

Escrow Agent. The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, Account and the Escrow Agent Shares shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as be administered on behalf of Sellers and Purchaser by the Escrow Agent. Purchaser and Sellers hereby designate and appoint Escrow Agent is acting to serve in good faithaccordance with the terms, conditions and provisions of this Escrow Agreement. The Parties Escrow Agent hereby release agrees to administrate the Escrow Agent Property and arrange for the disbursement of any portion of the Escrow Property, i.e. funds from the Escrow Account and the Escrow Shares, pursuant to the joint instructions of Sellers’ Representative and Purchaser and in compliance with the terms, conditions and provisions of this Escrow Agreement. (i) Sellers and Purchaser agree that all interest, dividends and other income, if any, attributable to the Escrow Property shall be allocated to Sellers in accordance with the division set out in Appendix 2 and paid to Sellers in accordance with terms of the Escrow Account set out in Appendix 3. Sellers and Purchaser further agree that any liability increase of the value of the Escrow Shares shall not be included in the Escrow Payment but shall belong to and benefit the Directors. (ii) Sellers and Purchaser agree that for tax purposes, all taxable interest, dividends and other income, if any, attributable to the Escrow Property or any error of judgment or for any act done or omitted to be done other amount held in escrow by the Escrow Agent in the good faith performance pursuant to this Escrow Agreement shall be allocable to Sellers. (iii) The Escrow Agent shall report to Sellers’ Representative, as of its duties hereunder and do each hereby indemnify calendar year-end, all income, if any, attributable to the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, Property or any costs, liabilities, and expenses incurred other amount held in escrow by the Escrow Agent in serving pursuant to this Escrow Agreement. (iv) Sellers and Purchaser intend that Sellers shall be treated as the owners of the Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect Shares for all tax purposes (except to the ▇▇▇▇▇▇▇ Money. If there is extent that any dispute as such Escrow Shares are disbursed to whether the Escrow Agent is obligated Purchaser pursuant to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredSection 5), the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition none of the ▇▇▇▇▇▇▇ Money, or, in the absence of parties shall take any actions or positions that are inconsistent with such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoftreatment.

Escrow Agent. (a) In the event that a dispute exists with respect to the Escrowed Amount, the Escrow Agent shall (i) continue to hold the Escrowed Amount except as otherwise provided in (A) instructions by the Assignors and Assignees, or (B) a certified copy of a non-appealable order or decree of a court of competent jurisdiction with respect to the matter of releasing the Escrowed Amount, or (ii) upon written notice by the Escrow Agent to the Assignors and Assignees, deposit the Escrowed Amount with a court selected by the Escrow Agent’s , in which case all liability and responsibility of the Escrow Agent shall thereupon terminate. (b) The duties pursuant to this Agreement of the Escrow Agent are purely ministerial in nature, nature and the Escrow Agent shall incur no not be liable for any damage, liability whatsoever except for or loss arising out of or in connection with its willful misconduct or gross negligenceservices rendered pursuant to this Assignment, so long as the Escrow Agent is acting in good faith. The Parties and Assignors and Assignees hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify hereunder, except for misconduct or fraud by Escrow Agent. If the Escrow Agent againstshall pay or incur any liability on account of this Assignment or on account of being made a party to any litigation as a result of this Assignment, Assignors and Assignees jointly and severally shall holdon demand pay to the Escrow Agent, savewith interest thereon, such payments made or liabilities incurred by the Escrow Agent, together with its expenses, including reasonable attorney's fees. Assignors and defend Assignees jointly and severally shall indemnify and hold the Escrow Agent harmless from, of and from any costs, liabilities, and expenses all payments made or liabilities incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting for any reason whatsoever as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the result of this Assignment, except for misconduct or fraud by Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationAgent. The Escrow Agent shall not be reimbursed for all costs required to advance or pay out any money on account of this Assignment or to prosecute or defend any legal proceeding unless it shall be furnished with funds sufficient therefor by Assignors or Assignees or be indemnified to its satisfaction in respect thereto. (c) The Assignors and expenses of such action or proceedingAssignees reserve the right, including reasonable attorneys’ fees at any time and disbursementsfrom time to time, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery mutually substitute a new escrow agent in place of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. Agent. (d) The Escrow Agent may resign as escrow agent under this Assignment, provided that the Assignors and Assignees shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofhave mutually selected a new escrow agent.

Escrow Agent. Escrow Agent’s duties pursuant In order to this Agreement are purely ministerial in nature, and induce the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligenceto hold, so long invest, and disburse the Escrow Deposit as required by this Agreement, the Buyer and the Target do hereby agree that: (a) The functions and duties of the Escrow Agent is acting with respect to disbursements hereunder are those of an independent contractor and include only those set forth in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderthis Agreement. The Escrow Agent is acting as not entitled to act in any manner whatsoever except in accordance with the terms and conditions of this Agreement or pursuant to written instructions or demands given in accordance with such terms and conditions. (b) Any checks or drafts deposited in the Escrow Fund, if any, with the Escrow Agent under this Agreement will be processed in the normal course of business. The Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of any Escrow Account in which the Escrow Fund, if any, is deposited. (c) The Escrow Agent, in the absence of gross negligence, willful misconduct or a stakeholder only breach of this Agreement, shall not be liable for any loss or damage resulting from the following: (i) Any default, error, action or omission of any other party. (ii) The expiration of any time limit or other delay. (iii) Lack of authenticity, sufficiency and effectiveness of any documents delivered to it and lack of genuineness of any signature or authority of any person to sign any such document. (iv) Any loss or impairment of funds deposited in the course of collection or while on deposit in a federally or state insured account with respect a trust company (other than the Escrow Agent), bank, savings bank, or savings association resulting from the failure, insolvency or suspension of such institution. (v) Compliance by the Escrow Agent with any and all legal process, writs, orders, judgments and decrees of any court whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. (vi) The Escrow Agent's assertion or failure to assert any cause of action or defense in any judicial, administrative or other proceeding either in its own interest or in the interest of any other party or parties, provided the Escrow Agent shall have furnished timely written notice of such proceeding to the ▇▇▇▇▇▇▇ Money. parties hereto. (d) The Escrow Agent shall not be liable, absent gross negligence or willful misconduct, for its failure to inquire into the authenticity of any written instructions or other documents delivered to it as required by this Agreement or its failure to inquire as to the genuineness of any signature or authority of any person to issue such instructions or execute such other documents. (e) If there is any dispute regarding the disbursement of all or any portion of the Escrow Shares or the Escrow Fund, if any, that has not been finally resolved, the parties shall promptly commence binding arbitration in New York, New York in accordance with the commercial arbitration rules of the American Arbitration Association. Judgment upon the decision of the arbitrator may be entered in any court having jurisdiction. The Escrow Agent shall continue to hold all of the Escrow Shares or Escrow Fund, if any, as to whether which such dispute relates, in its possession until directed to disburse the Escrow Agent is obligated to deliver same in accordance with (i) the ▇▇▇▇▇▇▇ Money joint instructions of the Target and the Buyer or as to whom (ii) a final unappealable judgment of a court of competent jurisdiction. In lieu of the ▇▇▇▇▇▇▇ Money is to be deliveredforegoing, the Escrow Agent may refuse deposit the disputed amount of Escrow Deposit with a court of competent jurisdiction and commence an action of interpleader between the parties in dispute. The Buyer and the Target agree to make indemnify the Escrow Agent against all court costs and reasonable attorney's fees in connection with any delivery and may continue to hold litigation regarding this Agreement other than any such litigation arising from the ▇▇▇▇▇▇▇ Money until receipt gross negligence, willful misconduct or breach of this Agreement by the Escrow Agent. The Escrow Agent of an authorization in writingagrees to: (i) first, signed by Seller collect such indemnity amount from the Escrow Deposit and Buyer(ii) thereafter, directing to use reasonable efforts to collect the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence balance of such written authorizationindemnity amount, if any, 50% from the Buyer and 50% from the Target. (f) The Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is resign for any reason, upon not given, or a proceeding for such determination is not begun, within less than thirty (30) days after prior written notice to the Escrow Agent parties to this Agreement, which notice shall specify the date and time as of which such resignation shall become effective. Upon the effectiveness of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedresignation, the Escrow Agent shall have deliver all cash, if any, or property in its possession under this Agreement to any successor escrow agent appointed in writing by the Buyer (subject to the reasonable approval of the Target), as directed in written directions signed by the Buyer, or if no further liability or obligation hereundersuccessor escrow agent has been appointed, to any court of competent jurisdiction in New York, New York. The Upon such delivery, the Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money be released from any and is holding the same on deposit in accordance with the provisions hereofall further liability under this Agreement.

Escrow Agent. (a) Purchaser and the Company understand and agree that (i) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, a Professional Law Corporation, solely as an accommodation to the Company and Purchaser, has agreed to serve as the escrow agent (the “Escrow Agent”) for the transactions contemplated by this Agreement, (ii) the Escrow Agent is concurrently acting as the Company’s legal counsel in various matters and certain fees and expenses owed by the Company to the Escrow Agent may be paid by the Company out of the escrowed amounts (but under no circumstances before the first Business Day following Closing), including fees incurred in connection with the transactions contemplated hereby, and (iii) the duties pursuant to this Agreement of the Escrow Agent are purely only ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct and shall not be liable to the Purchaser, the Company or gross negligence, so long as anyone else unless the Escrow Agent is acting finally judicially determined to have acted in good bad faith. . (b) The Parties Escrow Agent is hereby instructed to receive (i) the Aggregate Purchase Price to be deposited by Purchaser (the “Deposit”) and held in an attorney trust account designated by the Escrow Agent; (ii) original or copies of signature pages of this Agreement; and (iii) the Purchased Securities. (c) At the Closing, the Escrow Agent shall release to the Company the Deposit, representing the Aggregate Purchase Price, and shall deliver to the Purchaser the Purchased Securities. (d) Purchaser and the Company acknowledge and agree that Escrow Agent will be using its firm trust account as the escrow account and that no interest on amounts held in escrow will be paid to the Purchaser or the Company under any circumstances, regardless of the amount of time such funds are held. (e) Purchaser and the Company jointly and severally agree to indemnify and hold harmless the Escrow Agent from any and all fees, costs, expenses, damages, judgments, amounts paid in settlement, and any other liability for any error of judgment incurred by Escrow Agent in connection with, relating to or for any act done or omitted arising from its performance as Escrow Agent hereunder. (f) Escrow Agent will not release the funds deposited by the Purchaser to be done by the Company until Escrow Agent receives the Purchased Securities and a Funding Confirmation Letter. (g) By executing this Agreement, Purchaser and the Company are hereby irrevocably authorizing and instructing the Escrow Agent in to return the good faith performance of its duties hereunder and do each hereby indemnify Purchaser’s Aggregate Purchase Price to the Purchaser if the Closing has not occurred on or prior to July 15, 2011 (the “Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. Period”). (h) The Escrow Agent is acting as a stakeholder only with respect entitled to rely on the ▇▇▇▇▇▇▇ Money. If there is accuracy, act in reliance upon the contents and assume the genuineness of any written notification received by it from the Company, the Purchaser and the Transfer Agent. (i) In the event of dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money regarding any instructions or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, notification the Escrow Agent may refuse receive hereunder, Escrow Agent is under no obligation to make bring an action or proceeding in court with respect to any delivery and escrowed amounts, but may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by escrowed amounts or return them to Purchaser at any time after the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Period. (j) Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties has no responsibilities or obligations as Escrow Agent, except as set forth in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty this Section 1.4. (30k) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in is a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthird party beneficiary under this Agreement.

Escrow Agent. The ▇▇▇▇▇▇▇ Money shall be paid to and shall be held in escrow by Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the . Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencedeposit the ▇▇▇▇▇▇▇ Money in an interest-bearing account designated by Purchaser (and subject to Seller's reasonable approval) or, upon receipt of instructions from Purchaser pertaining to the investment of the ▇▇▇▇▇▇▇ Money (subject to Seller's reasonable approval), shall so long as invest the ▇▇▇▇▇▇▇ Money. Seller and Purchaser each severally designate and appoint Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any to act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent, by executing this Agreement, hereby accepts such appointment, acknowledges receipt of the ▇▇▇▇▇▇▇ Money and agrees to hold and apply the ▇▇▇▇▇▇▇ Money as provided in this Agreement. Escrow Agent is acting shall serve as a stakeholder only escrow agent hereunder without remuneration other than reimbursement of out-of-pocket expenses, which shall be paid equally by Seller and Purchaser. Escrow Agent shall not disburse or otherwise take any action with respect to the ▇▇▇▇▇▇▇ MoneyMoney except (i) upon joint instructions from Seller and Purchaser, which Seller and Purchaser agree to deliver as provided in this Agreement, or (ii) upon ten (10) days' written notice from Seller to Purchaser and to Escrow Agent; provided however, that Escrow Agent shall not have received any written objections from Purchaser to such disbursement within said ten (10) days after receipt by Purchaser of such notice, or (iii) upon ten (10) days' written notice from Purchaser to Seller and to Escrow Agent; provided, however, that Escrow Agent shall not have received any written objections from Seller to such disbursement within said ten (10) days after receipt by Seller of such notice. If there is Prior to or simultaneously with the disbursement of any interest or earnings hereunder by Escrow Agent, the party receiving such disbursement shall deliver to Escrow Agent a W-9 Form. The parties hereto hereby acknowledge that, in the event of any dispute as to whether the Escrow Agent who is obligated 437892.1/Compare of 429961.7-8 entitled to deliver receive the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredInterest, the Escrow Agent may refuse shall have the right to make any delivery and may continue to hold retain the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold or the ▇▇▇▇▇▇▇ Money until Interest and disburse it in accordance with the final order of a final determination court of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, competent jurisdiction or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any Interest with said court, pending a final decision of the manners herein provided, the such controversy. The parties hereto further agree that Escrow Agent shall have no further liability not be liable for failure of the depository and shall only be otherwise liable in the event of its gross negligence or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofwillful misconduct.

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

Escrow Agent. ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. By: Name: Title: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 1. The ▇▇▇▇▇▇▇ Money may be processed for collection in the normal course of business by Escrow Agent’s duties pursuant , who may commingle funds received by it with escrow funds of others in its regular escrow account at a nationally recognized bank (the "Depository"). Escrow Agent will not be accountable for any incidental benefit which may be attributable to this Agreement are purely ministerial the funds so deposited. 2. Escrow Agent will not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository; 3. Escrow Agent will not be liable for loss or damage resulting from: a. any good faith act or forbearance of Escrow Agent; b. any default, error, action or omission of any party, other than the Escrow Agent; c. the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in natureits ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as Agent; d. the lack of authenticity of any writing delivered to Escrow Agent is acting or of any signature, or the lack of authority of the signatory to sign the writing; e. Escrow Agent's compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; f. Escrow Agent's assertion or failure to assert any cause of action or defense in good faithany judicial or administrative proceeding; and g. Any loss or damage which arises after the ▇▇▇▇▇▇▇ Money has been disbursed in accordance with the terms of this Agreement. 4. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to will be done fully indemnified by the parties for all its expenses, costs and reasonable attorney's fees incurred in connection with any interpleader action which Escrow Agent may file, in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstsole discretion, and shall hold, save, and defend the Escrow Agent harmless from, to resolve any costs, liabilities, and expenses incurred by the Escrow Agent in serving dispute as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether ; or which may be filed against the Escrow Agent is obligated to deliver Agent. Such costs, expenses or attorney's fees, as well as the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the fees of Escrow Agent described below, may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of be deducted from the ▇▇▇▇▇▇▇ Money. 5. If Escrow Agent is made a party to any judicial, ornon-judicial or administrative action, hearing or process based on acts of any of the other parties and not on the malfeasance and/or negligence of Escrow Agent in the absence of such written authorizationperforming its duties, the expenses, costs and reasonable attorney fees incurred by Escrow Agent in responding to such action, hearing or process may be deducted from the funds held and the party/parties whose alleged acts are a basis for such proceedings will indemnify and hold Escrow Agent harmless from said expenses, costs and fees incurred. 6. All controversies, issues, interpretation and other matters relating in any way to these Conditions of Escrow will be interpreted and governed by the ▇▇▇▇▇▇▇ Money until a final determination laws of the rights State of Georgia. 7. In the event of any conflict between the terms any provisions of these Conditions of Escrow and the terms and provisions of the Parties in an appropriate judicial proceedingAgreement or other document to which this is attached, the terms and provisions of these Conditions of Escrow will prevail. 8. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of will be fully indemnified by the other parties and such dispute, the parties will hold Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for harmless from all costs damages, costs, claims and expenses arising from Escrow Agent's performance of such action or proceedingits duties under this Agreement, including reasonable attorneys’ fees attorney's fees, except for those damages, costs, claims and disbursements, by expenses resulting from the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery gross negligence or willful misconduct of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. (a) It is agreed that the duties of Escrow Agent’s duties pursuant to this Agreement Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever whatever except for its willful misconduct or gross negligence, so as long as the Escrow Agent is acting has acted in good faith. The Parties hereby Seller and Buyer each release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith in the performance of its duties hereunder and do each hereby indemnify hereunder, except the parties shall not release Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The from willful misconduct or gross negligence. (b) Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit and any other monies or documents to the extent delivered to Escrow Agent pursuant to this Agreement. Except with respect to a termination of this Agreement by Buyer pursuant to Section 8(a), Escrow Agent agrees that at such time as either party alleges that there is a default or other event entitling the other party to the Deposit or other monies or documents held by Escrow Agent, then Escrow Agent shall send notice to Buyer and Seller advising that the other party has made demand on Escrow Agent for such Deposit or other monies or documents held by Escrow Agent. If the other party does not dispute Escrow Agent disbursing the Deposit or other monies or documents held by Escrow Agent within ten (10) days of receipt of notice that Escrow Agent intends to disburse the Deposit or other monies or documents held by Escrow Agent, then Escrow Agent is authorized to disburse the Deposit or other documents as set forth in Escrow Agent’s notice. If there is any a dispute as to whether disposition of any proceeds or documents held by Escrow Agent pursuant to the terms of this Agreement, Escrow Agent is obligated hereby authorized to deliver the ▇▇▇▇▇▇▇ Money interplead said amount or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in documents with a court of competent jurisdiction pending and thereby released of all further obligations hereunder. Any such determinationinterpleader action must be brought in Broward County, Florida. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingproceeding including, including without limitation, reasonable attorneys’ fees and disbursements, by the Party party determined not to be entitled have wrongfully disputed Escrow Agent’s authority to the ▇▇▇▇▇▇▇ Moneydisburse. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of Deposit and the manners herein providedcash or documents to close, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or obligation hereunder. gross negligence. (c) The Escrow Agent provisions of this Section 16 shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofsurvive any termination of this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and The sole responsibility of the Escrow Agent shall incur be to deposit the Earnest Money Deposit in an accou▇▇ ▇▇▇ documents necessary to do so and to disburse said funds according to the terms of this Agreement. In the event of a breach of this Agreement by either Seller or Buyer, or if, in the sole discretion of the Escrow Agent, some doubt exists as to when, to whom or under what circumstances such Earnest Money Deposit shall b▇ ▇▇▇▇ursed hereunder, and the parties hereto are unable after ten (10) days' prior written notice thereof from Escrow Agent to agree and direct Escrow Agent, in writing, as to when, to whom or under what circumstances Escrow Agent shall disburse the same, Escrow Agent shall be entitled to interplead said Earnest Money Deposit into the Ci▇▇▇▇▇ ▇ourt of Pinellas County, Florida, without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred by Escrow Agent in connection with any such interpleader may be deducted by Escrow Agent from the amount of the Earnest Money Deposit prior to it▇ ▇▇▇▇▇it into the registry of the Court. In any event, however, all parties agree that Escrow Agent shall have no liability whatsoever except or any further responsibility to any party or person whomsoever for its any disbursement of the Earnest Money Deposit made by Es▇▇▇▇ ▇▇ent in good faith unless such disbursement shall constitute a willful misconduct breach of the duties and obligations of Escrow Agent under this Agreement or gross negligence, so long as negligence on the part of Escrow Agent. Buyer acknowledges that Escrow Agent is acting in good faith. The Parties hereby release the attorney for Seller and agrees that Escrow Agent from may represent Seller in connection with any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving dispute arising under this Agreement notwithstanding such service as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderunder this Agreement. The Escrow Agent is acting as a stakeholder only with respect to interest received on the Earnest Money Deposit shall be ▇▇▇▇▇▇▇ Moneyto the account of Buyer at closing. If there is any dispute as The Escrow Agent has executed the receipt attached to whether this Agreement to confirm that the Escrow Agent is obligated holding and will hold and disburse funds paid in respect of the Purchase Price in escrow pursuant to deliver the ▇▇▇▇▇▇▇ Money or provisions of this Agreement and as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt directed by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, parties in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty Settlement (30Closing) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofStatement.

Escrow Agent. 7.1 The Escrow Agent’s duties pursuant to this Agreement are purely ministerial in natureAgent shall not incur any liability for following the instructions expressly provided for herein, and shall be entitled to rely on instructions in the form provided for herein, without inquiring into the circumstances under which such instructions were delivered or whether such delivery was appropriate. 7.2 In the event that the Escrow Agent shall incur no liability whatsoever except for receive instructions, claims or demands from any the Vendor or the Purchaser or both of them which conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action and its willful misconduct sole obligation shall be to keep safely the Sum until it shall be directed otherwise by a final arbitration award in accordance with the arbitration rules set forth in paragraph 12 or gross negligence, so long as by a Letter of Instruction. 7.3 This Agreement expressly sets forth all of the duties of the Escrow Agent is acting in good faithwith respect to any and all matters pertinent hereto. The Parties hereby release No implied warranties, duties or obligations shall be read into this Agreement against the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderAgent. The Escrow Agent is acting as a stakeholder only with respect to shall not be bound by the ▇▇▇▇▇▇▇ Money. If there is provisions of any dispute as to whether other agreement between the Vendor and the Purchaser hereto except this Agreement. 7.4 The Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money shall not be liable for any action taken or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt omitted by the Escrow Agent of an authorization it in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in good faith unless a court of competent jurisdiction pending such determinationdetermines that the Escrow Agent’s fraud or wilful misconduct or reckless disregard of its duties resulted in any actual loss to the Vendor and the Purchaser. The Vendor and the Purchaser hereby agree independently to indemnify the Escrow Agent shall be reimbursed for all for, and to hold it harmless against, any costs, claims, loss, liability or expense (including reasonable attorney fees and expenses) arising out of or in connection with this Escrow Agreement and carrying out its duties hereunder, including the reasonable costs and expenses of such action or proceedingdefending itself against any claim of liability, including reasonable attorneys’ fees and disbursements, except in those cases where the Escrow Agent has been found by the Party determined not a court of competent jurisdiction to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery guilty of the ▇▇▇▇▇▇▇ Money in any fraud or wilful misconduct or reckless disregard of the manners herein provided, the its duties. 7.5 The Escrow Agent shall have no further liability responsibility for the contents of, and shall be protected in acting or obligation hereunderrefraining to act in good faith upon, any order, judgment, certification, demand, request, notice, instrument, arbitration award or other writing delivered to it hereunder and believed by it in good faith to be genuine, and without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof subject to having taken all reasonable measures to verify the validity of any document. The Escrow Agent shall may act in reliance upon any instrument or signature believed by it in good faith to be genuine and may assume in good faith that any person whose name is listed on Annex I to this Escrow Agreement (as amended from time to time) purporting to give notice or receipt or advice or make any statement or execute the Escrow Receipt attached hereto any document in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance connection with the provisions hereofhereof has been duly authorised to do so.

Escrow Agent. 4.1 In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 4.2 The Company and Synergy jointly and severally covenant and agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent’s duties , its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement are purely ministerial or anything in natureany manner relating thereto or by reason of the Escrow Agent's compliance in good faith with the terms hereof. 4.3 In case proceedings should hereafter be taken in any court respecting the Escrow Documents, and the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Clause 0 against its costs of such proceedings. 4.4 The Escrow Agent will have no responsibility in respect of loss of the Escrow Documents except the duty to exercise such care in the safekeeping thereof as it would exercise if the Escrow Documents belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel. 4.5 The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Escrow Documents as herein directed and to pay and deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Escrow Documents or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall incur no liability whatsoever except be sufficient for its willful misconduct or gross negligence, so long all purposes under this Agreement insofar as the Escrow Agent is acting in good faith. The Parties hereby release concerned that the said documents are deposited with it as herein specified by the parties executing this Agreement with the Escrow Agent. 4.6 In the event that the Escrow Documents are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent from may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any liability for any error provision of judgment or for any act done or omitted this Agreement to be done by the contrary. If the Escrow Agent in obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the good faith performance parties hereto or to any other person, form or corporation by reason of its duties hereunder and do each hereby indemnify the Escrow Agent againstsuch compliance, and shall holdnotwithstanding that such writs, saveorders, and defend the Escrow Agent harmless fromjudgments or decrees may be subsequently reversed, any costsmodified, liabilitiesannulled, and expenses incurred by the Escrow Agent in serving set aside or vacated. 4.7 Except as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether herein otherwise provided, the Escrow Agent is obligated authorized and directed to deliver disregard in its sole discretion any and all notices and warnings which may be given to it by any of the ▇▇▇▇▇▇▇ Money parties hereto or as by any other person, firm, association or corporation. It will, however, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to whom comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the ▇▇▇▇▇▇▇ Money is parties hereto or to any other person, firm, association or corporation, even if thereafter any such order, judgment or decree may be deliveredreversed, modified, annulled, set aside or vacated. 4.8 If the Escrow Agent receives any written instructions contrary to the instructions contained in this Agreement, the Escrow Agent may refuse continue to make hold the Escrow Documents until the lawful determination of the issue between the parties hereto. 4.9 If written notice of protest is made by either Synergy or the Company to the Escrow Agent to any delivery action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may continue to hold the ▇▇▇▇▇▇▇ Money Escrow Documents until receipt the right to the documents is legally determined by a court of competent jurisdiction or otherwise. 4.10 The Escrow Agent may resign as Escrow Agent by giving not less than 30 days' notice thereof to Synergy and the Company. Synergy and the Company may terminate the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing giving not less than 30 days' notice to the disposition Escrow Agent. The resignation or termination of the ▇▇▇▇▇▇▇ MoneyEscrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is 30 days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent, or, in Synergy and the absence Company may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of such written authorizationthis Agreement or the termination or resignation of the Escrow Agent. 4.11 Notwithstanding anything herein to the contrary, the Escrow Agent may hold act upon any written instructions given jointly by the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice Company and Synergy. 4.12 Notwithstanding anything to the Escrow Agent contrary contained herein, in the event of such disputeany dispute arising between Synergy and the Company with respect to the Consulting Agreement, this Agreement or any matters arising thereto, the Escrow Agent may bring in its sole discretion deliver and interplead the Escrow Documents and all funds held in the Escrow Account into court and such delivery and interpleading will be an appropriate action or proceeding for leave effective discharge to deposit the ▇▇▇▇▇▇▇ Money Escrow Agent. 4.13 It is understood that in a court of competent jurisdiction pending such determination. The addition to acting as the Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedhereunder, the Escrow Agent shall is also acting as solicitor for the Company and not for any other party to this Agreement and the parties have no further liability or obligation hereunder. The requested that the Escrow Agent shall execute act in this capacity. 4.14 The Company and Synergy acknowledge that they have been advised to consult their own legal advisors with respect to this Agreement, the Escrow Receipt attached hereto applicable hold periods and resale restrictions regarding the Shares and they covenant and agree that they are solely responsible for compliance with all applicable restrictions in order regards to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofShares.

Escrow Agent. The Deposit shall be deposited by Escrow Agent in an interest bearing escrow account and the proceeds held and disbursed in accordance with the terms of this Agreement. Unless the Deposit is returned to Buyer pursuant to Section 2(b), upon Closing, Escrow Agent shall deliver the Deposit to Seller and the Deposit shall be credited against the Purchase Price. In all other cases, if either party makes a demand upon Escrow Agent for delivery of the Deposit, Escrow Agent shall give written notice to the other party of such demand. If a notice of objection to the proposed payment is not received from the other party within seven (7) business days after the giving of notice by Escrow Agent’s duties pursuant , time being of the essence, Escrow Agent is hereby authorized to this Agreement are purely ministerial deliver the Deposit to the party who made the demand. If Escrow Agent receives a notice of objection within said period or if for any other reason Escrow Agent in naturegood faith elects not to deliver the Deposit, then Escrow Agent shall continue to hold the Deposit and thereafter pay it to the party entitled when Escrow Agent receives (a) a notice from the objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of the Deposit or (c) a judgment or order of a court of competent jurisdiction directing disposition of the Deposit. Buyer and Seller hereby jointly and severally agree that Escrow Agent shall incur no liability whatsoever except for in connection with its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance under this Agreement, and Buyer and Seller hereby jointly and severally release and waive any claims they may have against Escrow Agent which may result from its performance in good faith of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderfunctions under this Agreement. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed liable only for all costs loss or damage caused directly by its acts of negligence while performing under this Agreement. Buyer and expenses Seller further agree to indemnify against, hold harmless, release and waive any claims they may have against Escrow Agent as a result of such action or proceedinga reasonable delay in any wire transfer made pursuant to this Agreement, including reasonable attorneys’ fees and disbursements, and/or any errors in wiring instructions given to Escrow Agent. The signing of this Agreement by the Party determined not Escrow Agent is only to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery evidence Escrow Agent's acceptance of the ▇▇▇▇▇▇▇ Money in any terms and conditions of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis paragraph.

Escrow Agent. The Escrow Agent’s duties pursuant to , in its capacity as holder of the Deposit in escrow, joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 3.6. A. The duties of the Escrow Agent shall incur be as follows: (i) The Escrow Agent shall deposit, hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (ii) If this Agreement shall be terminated by the mutual written agreement of the Purchaser and the Seller, or if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between the Seller and the Purchaser concerning to whom the Deposit should be paid and delivered, then and in any event, the Escrow Agent may request the joint written instructions of the Seller and the Purchaser and pay and deliver the Deposit in accordance therewith. In the event that such written instruction shall not be received by the Escrow Agent within ten (10) days after the Escrow Agent has served a written request for instructions upon the Seller and the Purchaser, then the Escrow Agent shall have the right to pay and deliver the Deposit into an appropriate court of proper jurisdiction in the State of Florida, and interplead the Seller and the Purchaser in respect thereof, and thereupon the Escrow Agent shall be discharged of any obligations in connection with this Agreement. B. If costs or expenses are incurred by the Escrow Agent in its capacity as holder of the Deposit in escrow because of litigation or a dispute between the Seller and the Purchaser arising out of the holding of the Deposit in escrow, the Seller and the Purchaser shall each pay the Escrow Agent one-half of such reasonable costs and expenses. C. By joining herein, the Escrow Agent undertakes only to perform the duties and obligations imposed upon the Escrow Agent under the terms of this Agreement and expressly does not undertake to perform any of the other covenants, terms and provisions incumbent upon the Seller and the Purchaser hereunder. D. The Purchaser and the Seller hereby agree and acknowledge that the Escrow Agent assumes no liability whatsoever in connection herewith except for its willful misconduct or gross negligence, so long as ; that the Escrow Agent is acting in good faith. The Parties hereby release shall never be responsible for the Escrow Agent from validity, correctness or genuineness of any liability for any error of judgment document or for any act done or omitted notice referred to be done by the Escrow Agent under this Agreement; and that in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredunder this Agreement, the Escrow Agent may refuse to make seek advice from its own legal counsel and shall be fully protected in any delivery action taken by it in good faith in accordance with the good faith opinion of its legal counsel. E. Purchaser and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The agree that Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingfree to represent Seller in any dispute relating to this Agreement in addition to acting as Escrow Agent, including reasonable attorneys’ fees and disbursementswithout limitation, by the Party determined not to be entitled a dispute relating to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofDeposit.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and Sole liability of the Escrow Agent shall incur no liability whatsoever except be to take custody of the Holdback and to disburse said escrowed monies according to the terms of this Agreement. No fees shall be charged by Escrow Agent for its willful misconduct setting up the escrow and administering it. However, notwithstanding the foregoing, in the event of a breach of this Agreement by either of the Sellers or gross negligencethe Purchaser, so long and in the event of a dispute as to the disposition of said escrowed funds, the parties hereto agree to allow the Escrow Agent is acting in good faith. The Parties hereby release to hold said funds during any court proceedings, and jointly and severally agree to indemnify and hold harmless the Escrow Agent from any all liability for any error of judgment or for any act done or omitted hereunder and to be done by reimburse the Escrow Agent for all court costs and attorneys' fees incurred by it, including attorneys' fees on appeal in the good faith performance of its duties hereunder and do each hereby indemnify the event it is joined in any legal proceedings regarding this Agreement. The Purchaser acknowledges that Escrow Agent against, is the attorney for the Sellers and shall hold, save, and defend the agrees that Escrow Agent harmless frommay represent the Sellers in connection with any dispute arising under this Agreement, any costs, liabilities, and expenses incurred by the Escrow Agent in serving notwithstanding such service as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderunder this Agreement. The A copy of this Agreement shall be delivered to Escrow Agent is acting as a stakeholder only with respect to and shall constitute the escrow instructions. If any dispute arises concerning disposition of the escrowed monies, Escrow Agent may retain the ▇▇▇▇▇▇▇ Moneymoney deposit until receipt by Escrow Agent of written instructions signed by all of the parties having an interest in such dispute and directing the manner in which Escrow Agent should dispose of the escrowed monies until the final determination of the rights of the parties in an appropriate judicial proceeding. Escrow Agent shall incur no liability to any person whomsoever in connection with the escrowed monies or actions taken or omissions occurring in connection with this Agreement, except liability for Escrow Agent's gross negligence or willful misconduct. Escrow Agent shall have no liability for the failure of any institution in which Escrow Agent deposits the escrowed monies. If there is any dispute as the escrowed monies are to whether be placed in an interest-bearing account, escrow Agent makes no warranties concerning the Escrow Agent is obligated to deliver rate of return earned on the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationmoney deposit. The Escrow Agent provisions of this Section shall be reimbursed for all costs and expenses survive the Closing or the termination of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Agreement.

Escrow Agent. a. The duties and obligations of Escrow Agent’s duties pursuant to Agent hereunder shall be determined solely by the express provisions of this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur have no liability whatsoever except for its willful misconduct or gross negligenceduties other than those expressly imposed hereby, so long as the nor shall Escrow Agent is acting be required to take any action other than in good faithaccordance with the terms hereof. The Parties hereby release the duties of Escrow Agent from hereunder are entirely ministerial, and Escrow Agent shall have no responsibility for the content, validity or genuineness of or otherwise in respect of any liability document or instrument delivered to Escrow Agent hereunder. Escrow Agent shall not be liable, whether in acting or failing to act, for any error of in judgment or for any act done mistake in fact or omitted to be done in law, or for any loss suffered by any of the parties hereto or herein referred to, for a loss resulting from willful malfeasance or bad faith on the part of Escrow Agent in the good faith performance of performing its duties hereunder and do each hereby indemnify the hereunder. Escrow Agent againstmay rely conclusively upon, and shall hold, save, and defend the Escrow Agent harmless frombe protected in acting or failing to act upon, any costsagreement, liabilitiesnotice, and expenses incurred demand, document or instrument believed by the Escrow Agent in serving as good faith to be genuine. BOP and Transferors hereby jointly and severally agree to indemnify Escrow Agent hereunder and hold it harmless from and against all loss, cost, damage and expense (including, but not limited to, reasonable attorneys' fees and disbursements) which Escrow Agent may incur arising out of or in faithfully discharging its duties and obligations hereunder. The connection herewith, except for willful misfeasance or bad faith on the part of Escrow Agent, as aforesaid. b. Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom the ▇▇▇▇▇▇▇ Money said Deposit is to be delivered, the Escrow Agent may refuse to make any delivery and may shall continue to hold the ▇▇▇▇▇▇▇ Money same until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyerall the parties having any interest in such dispute, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in Deposit. In the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money Deposit until a the final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding proceedings for such determination is are not begun, begun within thirty (30) days after notice to the date set forth herein for the Closing (as the same may have been changed by agreement of the parties) and diligently continued, Escrow Agent of such disputemay, the Escrow Agent may but is not required to, bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money Deposit in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceedingproceeding including, including without limitation, reasonable attorneys’ ' fees and disbursements, by the Party party determined not to be entitled to the ▇▇▇▇▇▇▇ MoneyDeposit, or if the Deposit is shared between the parties hereto, such costs of Escrow Agent shall be shared pro rata, between Transferors and BOP, based upon the amount of Deposit received by each. Upon making delivery of the ▇▇▇▇▇▇▇ Money Deposit in any of the manners herein providedmanner provided in this Agreement, the Escrow Agent shall have no further liability hereunder. c. Escrow Agent may resign at any time by giving two (2) days written notice to Transferors and BOP. In the event of such resignation, Escrow Agent shall deliver the Deposit to another escrow agent designated by Transferors and BOP to serve hereunder who shall be a practicing attorney or obligation to a court of competent jurisdiction, whereupon Escrow Agent shall be discharged from its duties and obligations hereunder. The new escrow agent, if any, shall execute and deliver to each of Transferors and BOP a written notice acknowledging that such new escrow agent is subject to and shall comply with the terms hereof as fully and completely and with the same legal force and effect as if new escrow agent had been originally named as the "Escrow Agent" hereunder. d. Any notice, demand, or other communication to Escrow Agent hereunder shall execute the Escrow Receipt attached hereto be in order to confirm that it has received the ▇▇▇▇▇▇▇ Money writing and is holding the same on deposit sent by certified mail, return receipt requested, with all postage and fees prepaid, addressed in accordance with the provisions hereofparagraph 12C above or to such address as shall be specified by Escrow Agent by written notice to Transferors and BOP.

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

Escrow Agent. (a) The Escrow Agent shall be entitled to reimbursement for all reasonable fees, expenses, disbursements and advances incurred or made by it in performance of its duties hereunder (including reasonable fees, expenses and disbursements of its counsel) as set forth on Exhibit A attached hereto and incorporated herein by reference. Such reimbursement for fees, expenses, disbursements and advances shall be paid by the Company. (b) The Escrow Agent’s duties pursuant and responsibilities shall be limited to those expressly set forth in this Agreement are purely ministerial in natureEscrow Agreement, and the Escrow Agent shall incur no not be subject to, or obligated to recognize, any other agreement between any or all of the parties or any other persons, including, without limitation, the Merger Agreement, unless such provision is specifically referenced herein. The Escrow Agent shall not be liable for any damages or have any obligations other than the duties prescribed herein in carrying out or executing the purposes and intent of this Escrow Agreement; provided, however, that nothing herein contained shall relieve the Escrow Agent from liability whatsoever except for arising out of its own willful misconduct or gross negligence, so long as the . The Escrow Agent’s duties and obligations under this Escrow Agreement shall be entirely administrative and not discretionary. The Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from shall not be liable to any liability for party hereto or to any error third party as a result of judgment any action or for any act done omission taken or omitted to be done made by the Escrow Agent in the good faith performance through the exercise of its duties hereunder own best judgment. Consonus, STI and do each hereby indemnify the Company shall jointly and severally indemnify, hold harmless and reimburse the Escrow Agent againstand each of its officers, directors, agents from, against and shall holdfor any and all liabilities, savecosts, fees and defend expenses (including reasonable attorneys’ fees) the Escrow Agent harmless frommay suffer or incur by reason of its execution and performance of this Escrow Agreement, except for any such liabilities, costs, liabilities, fees and expenses incurred by resulting from the Escrow Agent in serving as Agent’s own willful misconduct or gross negligence. In the event any legal questions arise concerning the Escrow Agent hereunder and in faithfully discharging its Agent’s duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse consult its counsel and rely without liability upon written opinions given to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt it by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationcounsel. The Escrow Agent shall be reimbursed protected in acting upon any written notice, request, waiver, consent, authorization or other paper or document which the Escrow Agent in good faith believes to be genuine and what it purports to be, and the Escrow Agent shall be fully protected with respect to any action taken or omitted pursuant to the advice of legal counsel. (c) The Escrow Agent shall not be responsible or liable for all costs and expenses the sufficiency or accuracy of the form, execution, validity or genuineness of documents, instruments or securities now or hereafter deposited in escrow pursuant to this Escrow Agreement. (d) The Escrow Agent is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the STI Escrow Fund, without determination by the Escrow Agent of such action court’s jurisdiction in the matter. If any portion of the STI Escrow Fund is at any time attached, garnished or proceedinglevied upon under any court order, including reasonable attorneys’ fees and disbursementsor in case the payment, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making assignment, transfer, conveyance or delivery of the ▇▇▇▇▇▇▇ Money any such payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of the manners herein providedsuch event, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel of its own choosing is binding upon it; and if the Escrow Agent complies with any such order, writ, judgment or decree, it shall have no further liability not be liable to any of the parties hereto or obligation hereunder. to any other person, firm or corporation by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. (e) The Escrow Agent shall may execute the any of its duties under this Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Agreement by and is holding the same on deposit in accordance with the provisions hereofthrough employees, agents, and attorneys-in-fact.

Escrow Agent. The following terms shall only apply with respect to the service of H&K as Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the terms of the Fidelity Escrow Agreement shall instead apply with respect to the service of Fidelity as Escrow Agent. (a) Escrow Agent agrees to hold, keep and deliver the Deposits and all other sums that may be delivered to Escrow Agent as provided herein, in accordance with the terms and provisions of this Agreement. Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencebe liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, so long as the it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity as a depository only and shall not be liable or responsible (a) to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchanged by the parties under this Agreement, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of funds that have been deposited in escrow while those funds are in the course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency, or suspension of a financial institution, unless Escrow Agent fails to move such funds to another financial institution in accordance with joint written instructions from Seller and Purchaser to Escrow Agent; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with such time limit; or (e) for the default, error, action, or omission of either Seller or Purchaser. Escrow Agent shall be entitled to rely, in good faith, on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. The Parties hereby release H&K is counsel for Purchaser and shall not be disqualified from representing Purchaser in connection with any litigation which may arise out of or in connection with this Agreement merely by virtue of the fact H&K has agreed to temporarily act as Escrow Agent under and as set forth in this Agreement. (b) In the event of any dispute as to the disposition of any monies held in escrow, the Escrow Agent shall give written notice to Purchaser and Seller advising them that, in the absence of written instructions signed by both Purchaser and Seller received within the next ten (10) days, Escrow Agent may interplead the funds by filing an interpleader action in the Circuit Court in and for Palm Beach County, Florida (to the jurisdiction of which both parties consent) or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds. If Escrow Agent receives joint written instructions from Purchaser and Seller, Escrow Agent shall continue to hold or shall disburse the funds as directed in the written instructions. If Escrow Agent does not receive joint written instructions from Purchaser and Seller, Escrow may pay into the registry of the court the monies held in escrow or may continue to hold the funds and take no action until Escrow Agent receives joint written instructions from Purchaser and Seller or an order of a court as to the disposition of the funds, whereupon Escrow Agent shall be released from any further liability as Escrow Agent under this Agreement. Seller and Purchaser jointly and severally agree to indemnify and hold harmless Escrow Agent from any liability for and all costs, damages and expenses, including reasonable attorneys’ fees (including the value of time spent in connection with any error such proceedings on behalf of judgment Escrow Agent by attorneys, paralegals, and legal assistants affiliated with Escrow Agent, computed in accordance with Escrow Agent’s prevailing hourly rates), that Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, that this indemnity shall not extend to any acts of gross negligence or for any act done or omitted to be done by willful malfeasance on the part of the Escrow Agent Agent. The non-prevailing party in any litigation shall be primarily liable for the good faith performance amounts owed to or on behalf of its duties hereunder and do each hereby indemnify the Escrow Agent againstunder this Section. The prevailing party, however, shall remain jointly and shall hold, save, and defend the severally liable to Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇for such amounts if ▇▇▇▇▇▇ Money. If there is any dispute as to whether Agent does not receive reimbursement for them from the non-prevailing party. (c) Upon the filing of a written demand for the Deposits by Seller or Purchaser, Escrow Agent is obligated shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposits, by giving notice of such objection to Escrow Agent at any time within five (5) Business Days after such party’s receipt of notice from Escrow Agent, but not thereafter. Failure to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is such objection notice within such period shall be deemed to be delivereda waiver of such party’s right to object to Escrow Agent’s compliance with such demand. Such objection notice shall set forth the basis for objecting to the delivery of the Deposits. Upon receipt of such notice of objection, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence shall promptly give a copy of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent party who filed the written demand. The foregoing five (5) Business Day period does not constitute a cure period in which either Seller or Purchaser, as the case may be, shall be required to accept tender of such disputecure of any default under this Agreement. Notwithstanding anything contained in this Section to the contrary, the Escrow Agent may bring an appropriate action procedure provided above for a party to object to the delivery of the Deposits to the other party shall not apply in the case of Purchaser timely electing to terminate this Agreement pursuant to the terms of Sections 3.1, 3.2, or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money 3.3, and rather in a court of competent jurisdiction pending each such determination. The events Escrow Agent shall be reimbursed immediately deliver the Deposits as expressly provided for all costs and expenses under such Sections upon Purchaser’s exercise of such action or proceeding, including reasonable attorneys’ fees and disbursements, by termination rights without the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery requirement of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the prior notice from Escrow Agent shall have no further liability to any party or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofany other process.

Escrow Agent. The parties further agree that: (a) Escrow Agent is executing this Agreement to acknowledge Escrow Agent’s duties pursuant responsibilities hereunder, which may be modified only by a written amendment signed by all of the parties hereto. Any amendment to this Agreement are purely ministerial in nature, and the that is not signed by Escrow Agent shall incur no be effective as to the parties thereto, but shall not be binding on Escrow Agent to the extent it modifies the rights and/or obligations of Escrow Agent hereunder. Escrow Agent shall accept the Deposit with the understanding of Sellers and Purchasers that Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any liability whatsoever for the performance or non-performance of Purchasers or Sellers hereunder to either of them. (b) Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (c) Escrow Agent shall not be bound in any way by any other agreement or understanding between Sellers and Purchasers, whether or not Escrow Agent has knowledge thereof or consents thereto unless such consent by Escrow Agent is given in writing. (d) Escrow Agent shall not be liable for any action taken or omitted by Escrow Agent in good faith and believed by Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for its willful misconduct or damage caused by the gross negligence, so long as the bad faith or willful misconduct of Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Agent. (e) Escrow Agent may refuse resign at any time upon at least ten (10) days prior written notice to make any delivery Sellers and may continue Purchasers. If, prior to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent effective date of an authorization such resignation, Sellers and Purchasers shall each have approved, in writing, signed by Seller a successor escrow agent, then upon the resignation of Escrow Agent, Escrow Agent shall deliver the Deposit to such successor escrow agent. From and Buyer, directing after such resignation and the disposition delivery of the ▇▇▇▇▇▇▇ MoneyDeposit to such successor escrow agent, or, in the absence of such written authorization, the Escrow Agent may hold shall be fully relieved of all of its duties, responsibilities and obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingappointed successor escrow agent. If for any reason, Sellers and Purchasers shall not approve a successor escrow agent within such written authorization is not givenperiod, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an any appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in Deposit with a court of competent jurisdiction jurisdiction, pending the approval of a successor escrow agent, and upon such determination. The deposit Escrow Agent shall be reimbursed for fully relieved of all of its duties, responsibilities and obligations under this Agreement. (f) Sellers and Purchasers hereby agree to, jointly and severally, indemnify, defend and hold Escrow Agent harmless from and against any liabilities, damages, losses, costs and or expenses of such action incurred by, or proceedingclaims or charges made against, Escrow Agent (including reasonable attorneys’ fees fees, expenses and disbursements, court costs) by the Party determined not reason of Escrow Agent’s acting or failing to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money act in connection with any of the manners herein providedmatters contemplated by this Agreement as escrow agent or in carrying out the terms of this Agreement as escrow agent, except as a result of Escrow Agent’s gross negligence, bad faith or willful misconduct. (g) Subject to the provisions of Section 2.3(e), in the event that a dispute arises in connection with this Agreement, or as to the rights of either Sellers or Purchasers in and to, or the disposition of, the Deposit, Escrow Agent shall have no further the right to (i) hold and retain the Deposit until such dispute is settled or finally determined by litigation, arbitration or otherwise, or (ii) deposit the Deposit with an appropriate court of law, following which Escrow Agent shall thereby and thereafter be relieved and released from any liability or obligation hereunder. The Escrow Agent shall execute under this Agreement, or (iii) institute an action in interpleader or other similar action permitted by stakeholders in the Escrow Receipt attached State of New York, or (iv) interplead any of the parties hereto in order any action or proceeding which may be brought to confirm that it has received determine the ▇▇▇▇▇▇▇ Money rights of Sellers and is holding Purchasers to all or any part of the same on deposit in accordance with the provisions hereofDeposit.

Escrow Agent. Escrow Agent’s duties (a) The Seller and the Purchaser acknowledge that pursuant to this Agreement are purely ministerial in nature, the Seller is conveying legal title of the Shares to the Purchaser at the Closing. To facilitate efficiency at Closing the parties hereby appoint Escrow Agent to serve as escrow agent and hold the Seller Escrow (as defined below). Prior to the Closing: (i) the Seller shall deliver to the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligencethe Certificate, so long as the Escrow Agent is acting Stock Power and all other materials required to be delivered by Seller to the Purchaser at the Closing pursuant to the terms and conditions set forth in good faiththis Agreement (the “Seller Escrow”). The Parties hereby release the Seller Escrow Agent from any liability for any error of judgment or for any act done or omitted to shall be done held and released at Closing by the Escrow Agent upon satisfaction of all terms and conditions in accordance with the good faith performance terms and conditions of its duties hereunder and do each hereby indemnify this Agreement (the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder“Escrow”). The Escrow Agent is acting expressly authorized by the parties to rely upon all representations, warranties, covenants and other provisions of this Agreement. (b) At the Closing, upon satisfaction or waiver of all conditions precedent set forth in this Agreement, the Escrow Agent shall deliver the Certificate, Stock Power and an instruction letter to the Company’s transfer agent for re-issuance of such securities on a new certificate in the name of Purchaser as a stakeholder only holder of record of said securities. (c) In the event of any controversy between the parties hereto or any third person with respect to the ▇▇▇▇▇▇▇ Moneyescrow services provided by the Escrow Agent, the Escrow Agent, at its sole discretion, shall not be required to make any determinations or take any action. If there is any dispute as to whether whom the Escrow Agent is obligated to deliver their respective escrow, then, the ▇▇▇▇▇▇▇ Money Escrow Agent may, at its sole discretion, hold the respective Seller Escrow until such party’s rights are finally determined in a judicial forum or as proceeding having competent jurisdiction over the parties. Notwithstanding anything to whom the ▇▇▇▇▇▇▇ Money is to be deliveredcontrary herein, the Escrow Agent may refuse elect to make deposit the Seller Escrow into any delivery court of competent jurisdiction for resolution of any controversy. (d) The Escrow Agent’s duties are limited to those set forth in this Agreement. Except in the case of wilful misconduct or gross negligence, each of the Seller and may continue the Purchaser agree to jointly and severally indemnify and hold the ▇▇▇▇▇▇▇ Money until receipt by harmless the Escrow Agent with respect to any and all services rendered hereunder, including, without limitation, all fees, costs, expenses and disbursements of an authorization counsel incurred in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of enforcing the rights of the Parties Escrow Agent with respect to this Agreement and in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to defending any action against the Escrow Agent related to this Agreement, in each case irrespective of the outcome of such dispute, action thereto. The Seller and the Purchaser expressly exculpate the Escrow Agent may bring an appropriate action and or proceeding Escrow Agent for leave any and all actions taken, or omitted to deposit be taken, in good faith reliance upon this Agreement and the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending transactions contemplated hereunder. (e) All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed taken and executed simultaneously, and no proceedings shall be deemed taken nor any documents executed or delivered until all such determinationactions have been taken, executed and delivered. The parties agree that the Closing shall be deemed to occur and effective upon confirmation by Escrow Agent of release from Escrow of all Closing deliveries. At the Closing, each party shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not deemed to be entitled duly deliver this Agreement to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofother party effective upon release from Escrow.

Escrow Agent. Purchaser and Seller agree that the Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, although acting as counsel for Seller, is an escrow holder only, and is merely responsible for; (i) the Escrow Agent shall incur no liability whatsoever except prompt presentation for its willful misconduct or gross negligence, so long as collection of the Escrow Agent is acting in good faith. The Parties hereby release City's check for the Escrow Agent from any liability for any error Purchase Price; (ii) the safekeeping of judgment or for any act done or omitted to be done the Purchase Price deposited by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any City; and (iii) subsequent delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, Purchase Price in accordance with the absence terms of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationthis Restated Agreement. The Escrow Agent shall not be reimbursed for all costs required to determine questions of fact or law, and expenses may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of such action any information contained therein, which the Escrow Agent, after due inquiry of the parties hereto, in good faith shall believe to be genuine, to have been signed or proceeding, including reasonable attorneys’ fees and disbursements, presented by the Party determined not person or party purporting to be entitled sign or present the same and to conform to the ▇▇▇▇▇▇▇ Money. Upon making delivery provisions of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunderthis Restated Agreement relating to such escrow. The Escrow Agent shall execute not be responsible to the parties, or to either of them, except in the case of the Escrow Receipt attached hereto Agent's gross negligence or willful misconduct. In the event that a dispute shall arise with respect to any matter pertaining to this Restated Agreement, (i) City consents to the Escrow Agent representing Seller in order any such dispute, and (ii) the Escrow Agent is authorized by the parties to confirm pay the Purchase Price into court, and thereafter and thereby the Escrow Agent shall be deemed discharged from any further obligation under this Restated Agreement. Seller and City jointly and severally agree to indemnify and hold harmless and defend Escrow Agent from and against any and all loss, claim or damage that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit may be threatened against or incurred by Escrow Agent in accordance with this Restated Agreement, including, without limitation, any costs and expenses incurred by Escrow Agent or to which Escrow Agent may be put in connection with its responsibilities and actions hereunder, providing, however, that if Escrow Agent shall incur any loss or liability solely by reason of the provisions hereofdefault of either City or Seller under this Restated Agreement, with the other party to the Restated Agreement not then being in default under this Restated Agreement, then the defaulting party under the Restated Agreement shall indemnify the non-defaulting party for any liability which the non-defaulting party may have to the Escrow Agent hereunder. Escrow Agent may charge against the funds escrowed hereunder any amounts owed to it under the foregoing indemnity or may withhold payment of the escrowed funds, if any, as security for any unliquidated claim, or both.

Escrow Agent. The Escrow Agent referred to in the definition thereof contained in Paragraph 1.1 hereof has agreed to act as such for the convenience of the parties without fee or other charges for such services as Escrow Agent’s duties pursuant . The Escrow Agent shall not be liable: (a) to this Agreement any of the parties for any act or omission to act except for its own willful misconduct; (b) for any legal effect, insufficiency, or undesirability of any instrument deposited with or delivered by Escrow Agent or exchange by the parties hereunder, whether or not Escrow Agent prepared such instrument; (c) for any loss or impairment of that have been deposited in escrow while those funds are purely ministerial in naturethe course of collection, or while those funds are on deposit in a financial institution, if such loss or impairment results from the failure, insolvency or suspension of a financial institution; (d) for the expiration of any time limit or other consequence of delay, unless a properly executed written instruction, accepted by Escrow Agent, has instructed the Escrow Agent to comply with said time limit; (e) for the default, error, action or omission of either party to the escrow. The Escrow Agent shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith, to be bona fide and genuine. It is agreed that the Escrow Agent shall incur no liability whatsoever except for its willful misconduct not be disqualified from representing said party in connection with any litigation which might arise out or gross negligencein connection with this Agreement, so long merely by virtue of the fact that such Escrow Agent has agreed to act as Escrow Agent hereunder. Further, in that event of any dispute as to the disposition of the Deposit or any other monies held in escrow, the Escrow Agent is acting in good faith. The Parties hereby release the may, if such Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done so elects, interplead the parties by the Escrow Agent filing an interpleader action in the good faith performance of its duties hereunder Circuit Court in and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇for Mont▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as nty, Maryland (to whom the ▇▇▇▇▇▇▇ Money is to be deliveredjurisdiction of which both parties do hereby consent), and pay into the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition registry of the ▇▇▇▇▇▇▇ Moneycourt the Deposit and any other monies held in escrow, orincluding all interest earned thereon, in the absence of whereupon such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in release from any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The as Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.Agent

Escrow Agent. The Escrow Agent’s duties pursuant Agent shall be entitled to this Agreement are purely ministerial fees for its services hereunder as set forth in natureSchedule B hereto and shall be reimbursed for all reasonable expenses, disbursements, and advances incurred or made by the Escrow Agent in performance of its duties hereunder, which compensation and expenses shall be paid solely by the Buyer and shall not be paid from the Escrow Cash. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving written notice of such resignation to the Sellers Representative and the Buyer specifying a date (not less than 30 days after the giving of such notice) when such resignation shall take effect. Upon such notice the Buyer and the Sellers Representative shall appoint a new Escrow Agent who shall replace the resigning Escrow Agent hereunder upon the resignation date specified in such notice. If the Buyer and the Sellers Representative are unable to agree upon a successor escrow agent within 30 days after such notice, the Escrow Agent shall incur no liability whatsoever except for be entitled to appoint its willful misconduct or gross negligence, so long as successor. The Sellers Representative and the Buyer shall have the right at any time upon their mutual consent to substitute a new Escrow Agent by giving notice thereof to the Escrow Agent is then acting. The Escrow Agent shall have no duties or responsibilities whatsoever with respect to the Escrow Fund except as are specifically set forth herein and may conclusively rely, and shall be protected in acting or refraining from acting, on any written notice, instrument, request, consent, certificate, document, letter, telegram, order, resolution or signature believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties duly authorized to do so. The Escrow Agent shall have no responsibility for the contents of any such writing contemplated herein and may rely without any liability upon the contents thereof. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized hereby or within the rights or powers conferred upon it hereunder, nor for action taken or omitted to be taken by it in good faith. The Parties hereby release , or if taken or omitted to be taken in accordance with advice of counsel (which counsel may be of the Escrow Agent from any liability Agent's own choosing), and shall not be liable for any mistake of fact or error of judgment or for any act done acts or omitted omissions of any kind except for its own fraud, willful misconduct or gross negligence. The Buyer and the Sellers agree to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstand hold it harmless against any and all losses, liabilities or expenses (including reasonable attorneys' fees and shall holdexpenses) incurred by it hereunder as a consequence of such party's action, save, and defend the Escrow Agent harmless from, except in any costs, liabilities, and expenses case for liabilities incurred by the Escrow Agent in serving as resulting from its own fraud, willful misconduct or gross negligence. In the event that the Escrow Agent hereunder and shall become involved in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only any arbitration or litigation with respect regard to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether Escrow Fund, the Escrow Agent is obligated authorized to deliver the ▇▇▇▇▇▇▇ Money comply with any decision reached through such arbitration or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereoflitigation.

Escrow Agent. 19.1 Escrow Agent shall hold the proceeds of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing Date or sooner termination of this Agreement and shall pay over or apply such proceeds in accordance with the terms of this Article 19. Escrow Agent shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. Seller and Purchaser shall each provide a form W-9 to Escrow Agent concurrently with or prior to the Effective Date. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrow Agent to Seller. 19.2 If any party makes a written demand upon Escrow Agent for payment of the proceeds of the Deposit, then Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from the other parties to the proposed payment within ten (10) Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10)-Business Day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment of a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. The parties acknowledge that Seller shall have no obligation to challenge the release of the Deposit to Purchaser in the event Purchaser terminates the entire Agreement prior to the Due Diligence Date in accordance with the terms hereof. 19.3 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to any of the parties for any act or omission on its part unless taken or suffered in bad faith and in willful disregard of this Agreement or involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including reasonable, out-of-pocket attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties pursuant hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, and in willful disregard of this Agreement are purely ministerial in nature, and or involving gross negligence on the part of Escrow Agent. 19.4 Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur no any liability whatsoever except for its willful misconduct in acting upon any signature, notice, request, waiver, consent, receipt or gross negligence, so long as the other instrument or document believed in good faith by Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any Person purporting to make give it any delivery and may continue notice on behalf of any party in accordance with the provisions hereof has been duly authorized to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingdo so. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto enforceability of any specification or certification made in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofany certificate or notice.

Escrow Agent. If there is an Escrow Agent’s duties pursuant Agent to perform any matters contemplated or relating to this Agreement are purely ministerial in nature, and if there is a dispute among the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long parties as to the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from proper disbursement of any liability for any error of judgment or for any act done or omitted item to be done held by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The if Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute in doubt as to whether its duties or liabilities under the provisions of this Agreement, Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredmay, the Escrow Agent may refuse to make any delivery and may at its option, continue to hold the ▇▇▇▇subject matter of the escrow until the parties mutually agree on its disbursement or deposit the subject matter of the escrow with the Clerk of the Circuit Court of ▇▇▇ Money until receipt by County, Florida (“Clerk of Court”), or disburse it in accordance with a court order of any court having jurisdiction thereof or upon the Escrow Agent written agreement of an authorization in writing, signed by Seller and Buyer, directing all the disposition parties. Upon deposit of the ▇▇▇▇▇▇▇ Money, or, in subject matter of the absence escrow with the Clerk of Court or any other Clerk of Circuit Court having jurisdiction thereof and notifying all parties of such written authorizationaction, all liability on the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination part of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed fully terminate, except to the extent of accounting for all costs and expenses any items previously delivered out of such action escrow. In any suit between the parties where Escrow Agent is made a party because of acting as Escrow Agent hereunder, or proceedingany suit where an Escrow Agent pleads the subject matter of the escrow, Escrow Agent shall recover reasonable attorneys fees, including reasonable the fees for the services of itself, costs incurred with respect to such fees and costs to be charged and assessed as court costs with all parties being liable as to Escrow Agent. The parties agree that Escrow Agent shall not be liable to any party or person except for gross negligence or willful malfeasance and the parties agree to indemnify and hold Escrow Agent harmless from any and all actions and costs including, but not limited to, attorneys’ fees and disbursementscosts, by the Party determined including its own fees and costs resulting from acting as escrow agent hereunder or otherwise except gross negligence or willful malfeasance. The actions of Escrow Agent hereunder are purely ministerial and shall not to be entitled preclude Escrow Agent from representing any party that Escrow Agent represents because of acting as Escrow Agent, including in any action relating to the ▇▇▇▇▇▇▇ Money. Upon making delivery contents of the ▇▇▇▇▇▇▇ Money in any escrow. This paragraph shall survive the termination of this Agreement and the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofClosings.

Escrow Agent. (a) All fees charged by Escrow Agent shall be the responsibility of Purchaser. Escrow Agent may resign from its duties hereunder at any time by giving written notice of such resignation to the parties hereto; provided, however, that Escrow Agent shall continue to serve until its successor is appointed jointly by Seller and Purchaser, and such successor accepts and agrees to perform the obligations of Escrow Agent hereunder and receives the Deposit. (b) Under this Agreement, Escrow Agent is a depositary only and shall have no liability for the holding, disbursement, application or other disposition of any monies received by Escrow Agent other than to comply with the specific instructions, terms and provisions expressly set forth and/or provided for in this Agreement. In accepting any monies delivered to Escrow Agent hereunder, it is agreed and understood that Escrow Agent will not be called upon to construe any contract, instrument or document deposited herewith or submitted hereunder, but only to follow the specific instructions expressly set forth and/or provided for in this Agreement. Seller and Purchaser hereby agree to indemnify, defend and hold Escrow Agent harmless from and against any cost, loss or expense (including reasonable attorneys’ fees and disbursements) suffered or incurred by Escrow Agent as a result of it being named in or as a result of it commencing and prosecuting any litigation or proceeding required or permitted under this Agreement or otherwise in connection with Escrow Agent’s duties pursuant performance under this Agreement; provided, however, the foregoing indemnity will not apply to this Agreement are purely ministerial in naturethe extent arising as a result of the gross negligence or willful misconduct of Escrow Agent. (c) Escrow Agent, and as a part of the Escrow Agent shall incur no liability whatsoever except consideration for its willful misconduct or gross negligenceacceptance of this escrow, so long as shall not, in the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability performance of its duties under this Agreement, be liable for any error of judgment judgment, or for any act done acts or omitted to be omissions done by the it in good faith, or for any mistake of fact or law, or for any claims, demands, causes of action, losses, liabilities, damages, costs or expenses claimed or suffered by any party to this Agreement, except such as may arise as a result of Escrow Agent’s own gross negligence or willful misconduct. Escrow Agent is hereby authorized to rely upon, and shall be protected in acting upon, any notice, request, waiver, consent, receipt, certificate, affidavit, authorization, power of attorney, trust agreement or other paper or document believed by Escrow Agent in the good faith performance of its duties hereunder to be genuine and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect what it purports to the ▇▇▇▇▇▇▇ Money. be. (d) If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit or as to whom the ▇▇▇▇▇▇▇ Money Deposit is to be delivered, the Escrow Agent may refuse to shall not make any delivery and may continue to delivery, but shall hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyerall the parties having an interest in the dispute, directing the disposition of the ▇▇▇▇▇▇▇ MoneyDeposit, or, in the absence of such written authorization, the Escrow Agent may shall hold the ▇▇▇▇▇▇▇ Money Deposit until a the final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall have no responsibility to determine the authenticity or validity of any notice, instruction, instrument, document or other item delivered to it, and it shall be reimbursed for all costs fully protected in acting in accordance with any written notice, direction or instruction given to it under this Agreement and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, believed by the Party determined not it to be entitled to the ▇▇▇▇▇▇▇ Moneyauthentic. Upon making delivery of the ▇▇▇▇▇▇▇ Money Deposit in any of the manners herein providedmanner provided in this Agreement, the Escrow Agent shall have no further liability or obligation hereunder. The In no event shall Escrow Agent shall execute the Escrow Receipt attached hereto be under any duty to institute, defend or participate in order to confirm any proceeding that it has received the ▇▇▇▇▇▇▇ Money may arise between Seller and is holding the same on deposit Purchaser in accordance connection with the provisions hereofDeposit.

Escrow Agent. SELLER: Escrow Agent accepts this undertaking subject to these Conditions of Escrow: 1. The ▇▇▇▇▇▇▇ Money may be processed for collection in the normal course of business by Escrow Agent’s duties pursuant , who may commingle funds received by it with escrow funds of others in its regular escrow account at a nationally recognized bank (the "Depository"). Escrow Agent will not be accountable for any incidental benefit, which may be attributable to this Agreement are purely ministerial the funds so deposited. 2. Escrow Agent will not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of the Depository; 3. Escrow Agent will not be liable for loss or damage resulting from: a. any good faith act or forbearance of Escrow Agent; b. any default, error, action or omission of any party, other than the Escrow Agent; c. the expiration of any time limit or other delay which is not solely caused by the failure of Escrow Agent to proceed in natureits ordinary course of business, and in no event where such time limit is not disclosed in writing to the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as Agent; d. the lack of authenticity of any writing delivered to Escrow Agent is acting or of any signature, or the lack of authority of the signatory to sign the writing; e. Escrow Agent's compliance with all attachments, writs, orders, judgments, or other legal process issued out of any court; f. Escrow Agent's assertion or failure to assert any cause of action or defense in good faithany judicial or administrative proceeding; and g. Any loss or damage, which arises after the ▇▇▇▇▇▇▇ Money, has been disbursed in accordance with the terms of this Agreement. 4. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to will be done fully indemnified by the parties for all its expenses, costs and reasonable attorney's fees incurred in connection with any interpleader action which Escrow Agent may file, in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstsole discretion, and shall hold, save, and defend the Escrow Agent harmless from, to resolve any costs, liabilities, and expenses incurred by the Escrow Agent in serving dispute as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether ; or which may be filed against the Escrow Agent is obligated to deliver Agent. Such costs, expenses or attorney's fees, as well as the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the fees of Escrow Agent described below, may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of be deducted from the ▇▇▇▇▇▇▇ Money. 5. If Escrow Agent is made a party to any judicial, ornon-judicial or administrative action, hearing or process based on acts of any of the other parties and not on the malfeasance and/or negligence of Escrow Agent in the absence of such written authorizationperforming its duties, the expenses, costs and reasonable attorney fees incurred by Escrow Agent in responding to such action, hearing or process may be deducted from the funds held and the party/parties whose alleged acts are a basis for such proceedings will indemnify and hold Escrow Agent harmless from said expenses, costs and fees incurred. 6. All controversies, issues, interpretation and other matters relating in any way to these Conditions of Escrow will be interpreted and governed by the ▇▇▇▇▇▇▇ Money until a final determination laws of the rights State of Georgia. 7. In the event of any conflict between the terms any provisions of these Conditions of Escrow and the terms and provisions of the Parties in an appropriate judicial proceedingAgreement or other document to which this is attached, the terms and provisions of these Conditions of Escrow will prevail. 8. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of will be fully indemnified by the other parties and such dispute, the parties will hold Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for harmless from all costs damages, costs, claims and expenses arising from Escrow Agent's performance of such action or proceedingits duties under this Agreement, including reasonable attorneys’ fees attorney's fees, except for those damages, costs, claims and disbursements, by expenses resulting from the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery gross negligence or willful misconduct of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

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

Escrow Agent. Section 23.01. Seller and Purchaser hereby designate “Escrow Agent” to receive and hold the Downpayment delivered herewith by Purchaser in accordance with Section 3 hereof, and Escrow Agent agrees to act as such Escrow Agent subject to the provisions of this Section 23. Upon receipt by Escrow Agent of the Downpayment, Escrow Agent shall cause the same to be deposited into Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature▇▇▇▇ (i.e., and the non-interest-bearing) account, it being agreed that Escrow Agent shall incur no liability whatsoever except not be liable for its (a) any loss of such investment (unless due to Escrow Agent’s gross negligence or willful misconduct misconduct) or gross negligence(b) any failure to attain a rate of return on such investment. Section 23.02. On receipt by Escrow Agent of a statement executed by Seller and Purchaser that title to the Property has closed under this Agreement, so long Escrow Agent shall promptly deliver such Downpayment to Seller. Section 23.03. On receipt by Escrow Agent of a statement executed by Purchaser prior to the Closing Date that title to the Property has not closed under this Agreement because of a default by Seller under this Agreement or because of Seller’s inability to convey title to the Property in accordance with the provisions of this Agreement or because any contingency contained in this Agreement has not been satisfied or waived, Escrow Agent shall, within ten (10) Business Days, deliver a copy of said statement to Seller and return such Downpayment to Purchaser on the tenth (10th) Business Day after receipt by Seller of said statement unless Escrow Agent, prior to such return, receives from Seller a statement contesting the accuracy of Purchaser’s statement and demanding retention of said Downpayment by Escrow Agent. Section 23.04. On receipt by Escrow Agent of a statement executed by Seller prior to the Closing Date that title to the Property has not closed under this Agreement because of a default by Purchaser under this Agreement, Escrow Agent shall within ten (10) Business Days deliver a copy of said statement to Purchaser and deliver such Downpayment to Seller on the tenth (10th) Business Day after receipt by Purchaser of such statement unless Escrow Agent, prior to such delivery, receives from Purchaser a statement contesting the accuracy of Seller’s statement and demanding retention of said Downpayment by Escrow Agent. Section 23.05. On receipt by Escrow Agent of a statement from Seller or Purchaser, as the case may be, under Sections 23.03 or 23.04 above, Escrow Agent shall retain the Downpayment and thereafter deliver the same to either Seller or Purchaser as Seller and Purchaser may jointly direct by a statement executed by them both, provided if there is acting in good faithany dispute with respect to the Downpayment, Escrow Agent may immediately and with notice to Seller and Purchaser, surrender said Downpayment to a court of competent jurisdiction for such disposition as may be directed by such court. Section 23.06. Upon delivery of the Downpayment to either Purchaser, Seller or a court of competent jurisdiction under and pursuant to the provisions of this Section 23, Escrow Agent shall be relieved of all liability, responsibility or obligation with respect to or arising out of the Downpayment and any and all of its obligations arising therefrom. Section 23.07. The Parties hereby release the Escrow Agent from any liability shall not be liable for any error of judgment or for any act done or omitted to be done by it in good faith or for anything which it may in good faith do or refrain from doing in connection herewith or for any negligence other than its gross negligence, nor shall the Escrow Agent in be answerable for the good faith performance default or misconduct other than the willful misconduct of its duties hereunder and do each hereby indemnify the Escrow Agent againstagents, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderattorneys or employees if they be selected with reasonable care. The Escrow Agent is authorized to act upon any document believed by it to be genuine and to be signed by the proper party or parties and will incur no liability in so acting. Seller and Purchaser jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, damage, liability, and expense (including attorney’s fees and disbursements) which may be incurred by reason of its acting as a stakeholder only Escrow Agent, provided the same is not the result of Escrow Agent’s gross negligence or willful misconduct. Purchaser acknowledges and agrees that Escrow Agent shall be entitled to represent Seller in any dispute with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not givenDownpayment, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determinationotherwise. Section 23.08. The Escrow Agent shall be reimbursed has executed this Agreement for all costs and expenses the sole purpose of agreeing to act as such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the terms of this Section 23. Section 23.09. The provisions hereofof this Section 23 shall survive the Closing or termination of this Agreement.

Escrow Agent. 19.1 Escrow Agent shall hold the proceeds of the Deposit in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrow Agent) until the Closing Date or sooner termination of this Agreement and shall pay over or apply such proceeds in accordance with the terms of this Article 19. Escrow Agent shall hold such proceeds in an interest-bearing account, and any interest earned thereon shall be paid to the same party entitled to the escrowed proceeds, and the party receiving such interest shall pay any income taxes thereon. Seller and Purchaser shall each provide a form W-9 to Escrow Agent concurrently with or prior to the Effective Date. At the Closing, such proceeds and the interest thereon, if any, shall be paid by Escrow Agent to Seller. 19.2 If any party makes a written demand upon Escrow Agent for payment of the proceeds of the Deposit, then Escrow Agent shall give written notice to the other parties of such demand. If Escrow Agent does not receive a written objection from the other parties to the proposed payment within ten (10) Business Days after the giving of such notice, Escrow Agent is hereby authorized to make such payment. If Escrow Agent does receive such written objection within such ten (10)-Business Day period or if for any other reason Escrow Agent in good faith shall elect not to make such payment, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from both Seller and Purchaser or a final judgment of a court of competent jurisdiction. However, Escrow Agent shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the appropriate court of the county in which the Property is located. Escrow Agent shall give written notice of such deposit to Seller and Purchaser. Upon such deposit, Escrow Agent shall be relieved and discharged of all further obligations and responsibilities hereunder. 19.3 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be deemed to be the agent of either of the parties, and that Escrow Agent shall not be liable to any of the parties for any act or omission on its part unless involving gross negligence. Seller and Purchaser shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including out-of-pocket attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties pursuant hereunder, except with respect to this Agreement are purely ministerial in nature, and actions or omissions taken or suffered by Escrow Agent involving gross negligence on the part of Escrow Agent. 19.4 Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur no any liability whatsoever except for its willful misconduct in acting upon any signature, notice, request, waiver, consent, receipt or gross negligence, so long as the other instrument or document believed in good faith by Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any Person purporting to make give it any delivery and may continue notice on behalf of any party in accordance with the provisions hereof has been duly authorized to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingdo so. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability duty to determine (and shall not be affected by any knowledge concerning) the validity, authenticity or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto enforceability of any specification or certification made in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofany certificate or notice.

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

Escrow Agent. The Escrow Agent shall hold the Deposit in accordance with this Agreement. In receiving and maintaining the Deposit, Escrow Agent shall be deemed to be acting only as a stakes holder and shall have no liability for any loss or damage or for the improper delivery of such funds, except where such loss or damage is the result of Escrow Agent’s duties 's willful misconduct or gross negligence. Escrow Agent may reasonably rely upon the written or oral directions of the Parties without verifying the accuracy thereof. Escrow Agent shall not be responsible for any defaults hereunder by any Party. Escrow Agent may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by Escrow Agent hereunder in good faith and in accordance with the opinion of such counsel. In the event of an actual or potential dispute as to the rights of the Parties hereto under this Agreement, the Escrow Agent may in its sole discretion, continue to hold the Deposit until the Parties mutually agree to the release thereof, or until a judgment of a court of competent jurisdiction shall determine the rights of the Parties thereto, or it may deposit any monies and all instruments held pursuant to this Agreement in the court registry and the Parties agree to indemnify Escrow Agent from any costs and fees associated therewith, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall fully terminate, except to the extent of an account of any monies theretofore delivered out of escrow. All Parties agree that Escrow Agent shall not be liable to any Party or person whomsoever for any action taken or omitted by Escrow Agent unless due to willful misconduct or gross negligence on the part of the Escrow Agent. All of the terms and conditions in connection with Escrow Agent's duties and responsibilities and the rights of Seller, Buyer and any lender or anyone else, are purely ministerial contained in naturethis instrument, and the Escrow Agent is not required to be familiar with the provisions of any other instrument or agreement, and shall incur not be charged with any responsibility or liability in connection with the observance or non-observance by anyone of the provisions of any other such instrument or agreement. Escrow Agent may rely and shall be protected in acting upon any paper or other document which may be submitted to Escrow Agent in connection with its duties hereunder and which is believed by Escrow Agent to be genuine and to have been signed or presented by the proper party or parties and shall have no liability whatsoever or responsibility with respect to the form, execution or validity thereof. Escrow Agent shall not be required to institute or defend any action or legal process involving any matter referred to herein which in any manner affects it or Escrow Agent's duties or liabilities hereunder unless or until required to do so by the Buyer or Seller, and then only upon receiving full indemnity in an amount and of such character as Escrow Agent shall require, against any and all claims, liabilities, judgments, attorneys' fees and other expenses of every kind in relation thereto, except for its in the case of Escrow Agent's own willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall not be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money bound in any way or affected by any notice of any modification, cancellation, abrogation or rescission of this Agreement, or any fact or circumstance affecting or alleged to affect the manners herein providedrights or liabilities of any other persons, the unless Escrow Agent shall have no further liability or obligation hereunder. The has received written notice satisfactory to Escrow Agent shall execute the Escrow Receipt attached hereto in order signed by all Parties to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Agreement.

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

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

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

Escrow Agent. The execution of this Agreement by Escrow Agent is solely for the purpose of evidencing the acknowledgment by Escrow Agent of the receipt of the Escrow Fund and setting forth Escrow Agent’s 's obligations with respect to the Escrow Fund. Seller and Buyer acknowledge that Escrow Agent has no duties pursuant or responsibilities hereunder other than to hold, invest and disburse the Escrow Fund in accordance with this Agreement are purely ministerial in nature, and the Agreement. Escrow Agent shall incur no liability whatsoever except notify both Seller and Buyer before releasing any portion of the Escrow Fund. In the event of any dispute regarding any action taken or proposed to be taken by Escrow Agent with respect to the Escrow Fund, Escrow Agent may cause the Escrow Fund to be placed into the registry of a court of competent jurisdiction pursuant to an action of interpleader commenced by Escrow Agent, and Seller and Buyer, jointly and severally, shall pay directly or reimburse Escrow Agent for its willful misconduct or gross negligenceany and all expenses so incurred by Escrow Agent, so long as the including, without limitation, reasonable attorneys' fees incurred by Escrow Agent in any such action. Seller and Buyer acknowledge that Escrow Agent is acting hereunder solely as a convenience to the parties, and except for Escrow Agent's gross negligence or willful acts of misconduct, Seller and Buyer, jointly and severally, shall indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses and claims (including reasonably attorneys' fee actually incurred), of any nature whatsoever, by reason of or arising out of its acting as escrow agent hereunder. Escrow Agent may obtain the advice of counsel and shall be protected in any action taken in good faithfaith in accordance with such advice. The Parties hereby release Escrow Agent shall not be required to defend any legal proceedings that may be instituted against Escrow Agent in respect of this Agreement or the Escrow Fund unless requested to do so by the Seller and Buyer and indemnified to the satisfaction of the Escrow Agent from against the cost and expenses of such defense. Escrow Agent shall not be required to institute legal proceedings of any liability kind. Escrow Agent shall have no responsibility for the genuineness or validity of any error of judgment document or for other item submitted to Escrow Agent, and shall be protected in acting in accordance with any act done or omitted written instructions given to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, which have been signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

Escrow Agent. (1) If, for any reason, Closing does not occur and either party makes a written demand upon Escrow Agent’s duties pursuant Agent hereunder, Escrow Agent shall give written notice to the other party of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within ten (10) business days after the giving of such notice, Escrow Agent is authorized to make such payment. If Escrow Agent does receive such written objection within such 10 day period, or, if for any other reason, Escrow Agent in good faith elects not to make such payment, Escrow Agent shall: (i) continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment (beyond any applicable appeal period) of a court of competent jurisdiction or (ii) deposit such funds with a court of competent jurisdiction selected by the Escrow Agent, in which event all liability of Escrow Agent with respect to such funds shall terminate. (2) The duties of Escrow Agent as set forth in this Paragraph are purely ministerial in naturesubject to the following provisions which are expressly approved by Seller and Buyer; (a) Escrow Agent shall be liable as a depository only and shall not be responsible for the sufficiency or accuracy of the form, execution or validity of any documents delivered to Escrow Agent hereunder or any description of the Premises or other thing contained therein or the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document. Escrow Agent's duties hereunder are limited to the safekeeping of the Deposit and such other as are delivered to it, and the delivery of the same in accordance herewith. (b) Escrow Agent shall incur no liability whatsoever except not be liable for its any act or omission done in good faith, or for any claim, demand, loss or damage made or suffered by any party to this Agreement, excepting such as may arise through or be caused by Escrow Agent's willful misconduct or gross negligence, so long as . (c) Escrow Agent shall not be liable for collection items until the proceeds of the same in actual cash have been received by Escrow Agent. Escrow Agent is acting in good faith. The Parties hereby release the authorized to rely on any document believed by Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent authentic in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make making any delivery and may continue to hold of funds or Premises hereunder. (d) In the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent event of an authorization in writinga dispute arising under this Agreement, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall not be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.disqualified from representing Seller

Escrow Agent. The duties of the Escrow Agent’s duties pursuant to Agent are determined solely by this Agreement and are purely ministerial in nature, and . If any dispute arises between the parties as to whether or not the Escrow Agent is obligated to deliver the Escrowed Funds, the Escrow Agent is not obligated to make any delivery, but may hold the Escrowed Funds until receipt of a written authorization signed by all persons having an interest in the dispute, directing the disposition of the Escrowed Funds. In the absence of a written authorization, the Escrow Agent may hold the Escrowed Funds until the rights of the parties have been finally determined in an appropriate proceeding. Moreover, the Escrow Agent may bring an appropriate proceeding for leave to deposit the Escrowed Funds pending a determination of the rights of the parties. If threatened with litigation, the Escrow Agent may interplead all interested parties in an appropriate action and may deposit the Escrowed Funds with the clerk of the court; thereupon the Escrow Agent will have no further liability under this Agreement. The parties agree that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish, LLP shall incur no liability whatsoever except not, by virtue of its serving as Escrow Agent, be disqualified from representing Landlord and BFA in connection with any dispute regarding the disposition of the Escrowed Funds. Escrow Agent is not liable for any mistake of fact or error of judgment, or for any acts or omissions, unless caused by its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby parties to this Agreement each release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith in performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunderunder this Agreement. The Escrow Agent is acting entitled to rely on any document or signature believed by it to be genuine and may assume that any person purporting to give any writing or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing or instruction is given. The undersigned jointly and severally indemnify and protect Escrow Agent from and hold it harmless against any loss, liability, or expense incurred without willful misconduct or gross negligence on the part of Escrow Agent, arising out of its duties under this Escrow Agreement, as a stakeholder only with respect to well as the costs and expenses of defending against any claim or liability arising under this Agreement. WITNESS the execution hereof as an instrument under seal as of the date first above written. By: /s/ ▇▇▇▇ ▇. Power By: /s/ ▇▇▇▇▇▇▇ Money▇. If there is any dispute ▇▇▇▇▇ ▇▇▇▇ ▇. Power, as to whether the Escrow Agent is obligated to deliver the Trustee and not individually Name: ▇▇▇▇▇▇▇ Money or as to whom the ▇. ▇▇▇▇▇ Title: Secretary BOSTON FEDERAL ASSOCIATES, a Massachusetts limited partnership ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money is to be delivered& CO. By: Boston Federal Associates LLC, the Escrow Agent may refuse to make any delivery and may continue to hold the By: /s/ J. ▇▇▇▇▇▇ ▇▇▇▇ its general partner Name: J. ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇. Power ▇▇▇▇ ▇. Power, Manager By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding& CO. If such written authorization is not given▇▇▇ ▇▇▇▇▇▇▇▇, or a proceeding for such determination is not begun▇▇▇ ▇▇▇▇, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇ ▇▇▇▇▇-▇▇▇▇ PRIVATE BANKERS SWIFT: ▇▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the TELEX: 62923 BBHUW BENEFICIARY: BOSTON FEDERAL ASSOCIATES C/O ▇▇▇▇▇▇ ▇▇▇▇▇ INTEREST ▇▇▇ ▇▇▇▇▇▇▇ Money▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ATTENTION: ▇▇▇▇ ▇▇▇▇▇ GENTLEMEN/LADIES: AMOUNT: $300,000.00 (U.S. DOLLARS THREE HUNDRED THOUSAND AND 00/100) WE HEREBY ISSUE OUR IRREVOCABLE, TRANSFERABLE STANDBY LETTER OF CREDIT NO. Upon making delivery of the MA-S330825 IN YOUR FAVOR AT THE REQUEST AND FOR THE ACCOUNT OF POINT THERAPEUTICS INC., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ WHICH IS AVAILABLE BY PAYMENT OF YOUR SIGHT DRAFT(S) DRAWN ON ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money in any of the manners herein provided& CO., the Escrow Agent shall have no further liability or obligation hereunderNEW YORK BEARING THE CLAUSE: “DRAWN UNDER STANDBY LETTER OF CREDIT NO. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the MA-S330825 OF ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof& CO., NEW YORK” WHEN ACCOMPANIED BY THE FOLLOWING DOCUMENT: A LETTER PURPORTEDLY SIGNED BY AN AUTHORIZED SIGNATORY OF BOSTON FEDERAL ASSOCIATES STATING THAT: “BOSTON FEDERAL ASSOCIATES IS ENTITLED TO DRAW ON LETTER OF CREDIT NO. MA-S330825 UNDER THE TERMS OF THE THE LEASE DATED MARCH 16, 2005 BETWEEN BOSTON FEDERAL ASSOCIATES AS LANDLORD AND POINT THERAPEUTICS INC. AS TENANT”. WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA FIDE HOLDERS OF ALL DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT THAT SUCH DRAFTS WILL BE HONORED BY US IF PRESENTED TO US AT ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ATTN: LETTER OF CREDIT GROUP ON OR BEFORE THE EXPIRATION DATE SET FORTH HEREIN OR ANY FUTURE EXPIRATION DATE. SPECIAL CONDITIONS: PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. ANY PARTIAL DRAWING UNDER THIS LETTER OF CREDIT WILL CAUSE THE STATED AVAILABLE BALANCE TO BE REDUCED BY THE AMOUNT OF ANY SUCH PARTIAL DRAWING. ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ PRIVATE BANKERS SWIFT: ▇▇▇▇▇▇▇▇ TELEX: 62923 BBHUW THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE TO A SINGLE TRANSFEREE AND IN THE FULL AMOUNT AVAILABLE TO BE DRAWN AT THE TIME OF SUCH TRANSFER. TRANSFER FEES ARE FOR ACCOUNT OF THE APPLICANT. TRANSFER UNDER THIS LETTER OF CREDIT IS RESTRICTED TO THE COUNTERS OF ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO., NEW YORK AND ANY TRANSFER DOES NOT BECOME OPERATIVE UNTIL THE FOLLOWING CONDITIONS HAVE BEEN COMPLIED WITH: A. THE ORIGINAL LETTER OF CREDIT AND SUBSEQUENT AMENDMENTS HAVE BEEN RETURNED TO US. B. OUR TRANSFER FORM ANNEXED HERETO AS “EXHIBIT A” HAS BEEN SUBMITTED AND THE SIGNATURE HAS BEEN AUTHENTICATED BY A BANK. C. THE AUTHENTICATING BANK’S SIGNATURE CIRCULAR HAS BEEN SUBMITTED ALONG WITH EXHIBIT A ENABLING US TO AUTHENTICATE THEIR SIGNATURE. D. THE TRANSFEREE AND AUTHENTICATING BANK HAVE BEEN APPROVED BY US AS NOT BEING CONTRARY TO U.S. TREASURY AND U.S. DEPARTMENT OF COMMERCE REGULATIONS AND WE NOTIFY YOU ACCORDINGLY.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, All fees and expenses including attorney's fees of the Escrow Agent shall incur no liability whatsoever except for incurred in entering into this Agreement and in the ordinary course of performing its willful misconduct or gross negligence, so long as responsibilities (in accordance with the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error attached fee schedule which may be subject to change annually) hereunder will be paid by Buyer upon receipt of judgment or for any act done or omitted to be done a written invoice by the Escrow Agent in the good faith performance of its duties hereunder Agent. Any extraordinary fees and do each hereby indemnify the Escrow Agent againstexpenses including attorney's fees, and shall hold, save, and defend the Escrow Agent harmless from, including without limitation any costs, liabilities, and fees or expenses incurred by the Escrow Agent in serving as connection with a dispute over the distribution of Escrow Amount or the validity of a Claim or Claims by Buyer will be paid by the non-prevailing party in such dispute, provided, however, if ------------------ neither party has clearly prevailed, the arbitrator may apportion such fees and expenses between Buyer and the Holders, subject to the provisions of Section 4(f). The Holders' liability for the extraordinary fees and expenses of the Escrow Agent may be paid by Buyer and recovered as a Claim hereunder out of the Escrow Fund. If Buyer has paid the Holders' portion of such fees and in faithfully discharging its duties and obligations hereunder. The expenses as permitted under this Section 6(a) then the Escrow Agent will, upon demand by Buyer, transfer to Buyer a portion of the Escrow Amount equal to such portion of fees and expenses. In the event the balance in the Escrow Fund is acting not sufficient to pay the extraordinary fees and expenses of the Escrow Agent, as a stakeholder only described in the prior paragraph, or in the event the Escrow Agent incurs any liability by reason of its acceptance or administration of this Escrow Agreement, Buyer and the Holders, jointly and severally as between Buyer and the Holders collectively, and severally and not jointly as among the Holders individually, agree to indemnify the Escrow Agent, its officers, directors and employees, against any such liability or for its extraordinary fees and expenses or costs and expenses, including, without limitation, counsel fees and expenses, as the case may be. Notwithstanding the foregoing, no indemnity need be paid in the event of the Escrow Agent's gross negligence, bad faith or willful misconduct. Buyer and the Holders, jointly and severally as between Buyer and the Holders collectively, and severally and not jointly as among the Holders individually, agree to assume any and all obligations imposed now or hereafter by any applicable tax law with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as holding and payment of Escrow Amount under this Agreement, and to whether indemnify and hold the Escrow Agent is obligated harmless from and against any taxes, additions of late payment, interest, penalties and other expenses, that may be assessed against the Escrow Agent on any such payment or other activities under this Agreement. Buyer and the Holders undertake to deliver instruct the ▇▇▇▇▇▇▇ Money Escrow Agent in writing with respect to the Escrow Agent's responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting in connection with its acting as Escrow Agent under this Agreement. Buyer and the Holders, jointly and severally as between Buyer and Holders collectively, and severally and not jointly as among the Holders individually, agree to whom indemnify and hold the ▇▇▇▇▇▇▇ Money is Escrow Agent harmless from any liability on account of taxes, assessments or other governmental charges, including without limitation the withholding or deduction or the failure to be deliveredwithhold or deduct same, and any liability for failure to obtain proper certifications or to properly report to governmental authorities, to which the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent be or become subject in connection with or which arises out of an authorization in writingthis Agreement, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all including costs and expenses of such action or proceeding, (including reasonable attorneys’ fees legal fees), interest and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofpenalties.

Escrow Agent. (a) The Letter of Credit shall be held in escrow by Escrow Agent’s duties Agent and released on the terms hereinafter set forth. (b) If Escrow Agent receives notice from Purchaser or Purchaser's attorney that Purchaser has terminated this Agreement pursuant to Paragraph 5 or 13 hereof, Escrow Agent shall immediately return the Letter of Credit to Purchaser without application of Paragraph 23(f), (h) and (i); (c) At the Closing, Escrow Agent shall deliver the Letter of Credit to Purchaser. (d) Any notice(s) to and from Escrow Agent shall be given in accordance with Paragraph 16 hereof. (e) If Escrow Agent receives a notice signed by Seller or Seller's attorney stating that Purchaser has defaulted in the performance of its obligations pursuant to this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no deliver a copy of such notice to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall forward a copy thereof to Seller. (f) If Escrow Agent receives a notice signed by Purchaser or Purchaser's attorney stating that this Agreement has been canceled or terminated and that Purchaser is entitled to the Letter of Credit, or that Seller has defaulted in the performance of its obligations pursuant to this Agreement, Escrow Agent shall deliver a copy of such notice to Seller. If Escrow Agent shall not have received notice of objection from Seller within ten (10) days after Escrow Agent has delivered such notice, Escrow Agent shall deliver the Letter of Credit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall forward a copy thereof to Purchaser. (g) If Escrow Agent receives notice from either party authorizing delivery of the Letter of Credit to the other party, Escrow Agent shall deliver the Letter of Credit in accordance with such instructions. (h) If Escrow Agent receives a notice of objection as aforesaid, Escrow Agent shall convert the Letter of Credit to cash and hold such proceeds in an interest bearing FDIC insured bank in New Jersey until Escrow Agent receives either: (i) a notice signed by both Seller and Purchaser stating who is entitled to the Letter of Credit; or (ii) a final order of a court of competent jurisdiction directing disbursement in a specific manner, in either of which events Escrow Agent shall deliver the Letter of Credit in accordance herewith or in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any requests or demands until and unless it has received a direction of the nature described in (i) or (ii) above. (i) Notwithstanding the foregoing provisions of Subparagraph (g) above, if Escrow Agent shall have received a notice of objection as aforesaid, or shall have received at any time before actual delivery of the Letter of Credit, a notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Letter of Credit has been commenced, Escrow Agent shall have the right, upon notice to both Seller and Purchaser to deposit the Letter of Credit with the Clerk of the Court in which any litigation is pending, whereupon Escrow Agent shall be released of and from all liability whatsoever hereunder except for its any previous gross negligence or willful misconduct or gross negligence, so long as the default. (j) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability shall not be liable for any error of or judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law, and is released and exculpated from all liability hereunder except for willful misconduct or gross negligence. (k) Escrow Agent's obligations hereunder shall be as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any notice, instructions or other instrument furnished to it or deposited with it, or for the form of execution of any thereof, or for the identity or authority of any person depositing or furnishing same. (l) Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by it to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any person purporting to make give any delivery and may continue notice or advice on behalf of any party in accordance with the provisions hereof has been duly authorized to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty do so. (30m) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed entitled to consult with counsel in connection with its duties hereunder, including attorneys at its firm. The parties shall reimburse Escrow Agent, jointly and severally, for all costs and expenses of such action or proceedingincurred by Escrow Agent in performing its duties as Escrow Agent including, including but not limited to, reasonable attorneys’ ' fees (either paid to retained attorneys or amounts representing the fair value of services rendered to itself). (n) The terms and disbursementsprovisions of this Paragraph shall create no right in any person, by firm or corporation other than the Party determined not parties hereto and their respective successors or assigns, and no third party shall have the right to be entitled enforce or benefit from the terms hereof. (o) In the event of any dispute, disagreement or suit between Seller and Purchaser, whether pertaining to the ▇▇▇▇▇▇▇ Money. Upon making delivery Letter of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedCredit, the this Agreement or otherwise, Escrow Agent shall have no further liability the right to represent or obligation hereunder. The otherwise serve as attorneys for Seller. (p) Escrow Agent is designated the "real estate reporting person" for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall execute so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Receipt attached hereto in order Agent shall file Form 1099 information return and send the statement to confirm that it has received Seller as required under the ▇▇▇▇▇▇▇ Money aforementioned statute and is holding regulation. (q) The applicable provisions of this Paragraph shall survive the same on deposit in accordance with the provisions hereofClosing or termination of this Agreement.