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

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

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

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

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

Escrow Agent. Escrow Agent’s duties pursuant 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 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 In the event that either party to this Agreement are purely ministerial makes demand upon Escrow Agent for tender of the Earn▇▇▇ ▇▇▇ey held by the Escrow Agent, Escrow Agent shall give written notice to the other party as provided herein. Such notice shall be given in naturethe manner provided in Paragraph 15. of this Agreement. If within three (3) business days following delivery of such notice, Escrow Agent has not received notice of any objection to the disbursement of the Earn▇▇▇ ▇▇▇ey from the other party, Escrow Agent shall disburse the Earn▇▇▇ ▇▇▇ey in accordance with the instructions it has received. A party's failure to object to such disbursement shall not be deemed to be a waiver of its right to assert a claim against the other party to any Earn▇▇▇ ▇▇▇ey so disbursed, however, it shall relieve Escrow Agent of any liability for disbursing the funds by following this procedure. In the event any dispute should arise with regard to the Earn▇▇▇ ▇▇▇ey tendered to Escrow Agent as provided in Paragraph 2. hereof, Escrow Agent shall be entitled to deposit the same with a federal court of competent jurisdiction in Nashville, Tennessee, and thereafter be relieved of all obligations under this Agreement. In performing any of its duties hereunder, Escrow Agent shall not incur any liability to any party for any damage, loss or expense, except for willful default, gross negligence, or breach of trust. Purchaser and Seller jointly and severally agree to indemnify and hold Escrow Agent harmless against any and all other losses, claims, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, which may be imposed upon the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done incurred by the Escrow Agent in connection with the good faith performance of its duties hereunder hereunder, except for willful default, gross negligence, or breach of trust. As between Seller and do each hereby indemnify Purchaser, the Escrow Agent against, prevailing party in any action regarding the Earn▇▇▇ ▇▇▇ey shall be entitled to recover from the other party all amounts which it has paid under its indemnity in the preceding sentence and shall hold, save, further be entitled to recover all court costs and defend the Escrow Agent harmless from, any costs, liabilities, and expenses attorney's fees incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Moneyresolution of the dispute. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent The obligations of an authorization in writing, signed by Seller and Buyer, directing Purchaser under this Paragraph 24. shall survive the disposition Closing of the ▇▇▇▇▇▇▇ Money, or, in the absence this transaction or any termination of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis Agreement.

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

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

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

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur be entitled to reimbursement for all reasonable fees, expenses, disbursements and advances incurred or made by it in performance of its duties hereunder (including reasonable fees, expenses and disbursements of Its counsel). Such reimbursement for fees, expenses, disbursements and advances shall be paid by HPS, unless such expenses are incurred as a direct result of iXL failing to fulfill or comply with any of the terms of this Escrow Agreement or the Purchase Agreement, in which case all such costs shall be borne by iXL. (b) The Escrow Agent shall have no liability whatsoever or obligation with respect to the Shares except for its Escrow Agent's willful misconduct or gross negligence, so long as . Escrow Agent's sole responsibility shall be for the safekeeping and disbursement of the Shares in accordance with the terms of this Escrow Agreement. Escrow Agent is acting shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein, Escrow Agent may rely upon any instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith. The Parties hereby release faith believe to be genuine, to have been signed or presented by the person or parties purporting to sign the same and to conform to the provisions of this Escrow Agreement, In no event shall Escrow Agent be liable for incidental, indirect special, consequential or punitive damages. Escrow Agent shall not be obligated to take any legal action or commence any proceeding in connection with the Shares, this Escrow Agreement or the Purchase Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability for any error whatsoever in acting in accordance with the opinion or instruction of judgment or for any act done or omitted to be done by such counsel. HPS shall promptly pay, upon demand, the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, reasonable fees and expenses of any such counsel, unless such expenses are incurred as a direct result of iXL failing to fulfill or comply with any of the terms of this Escrow Agreement or the Purchase Agreement, in which case such costs shall be borne by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. iXL. (c) The Escrow Agent is acting as a stakeholder only authorized to comply with orders issued or process entered by any court with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredShares, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt without determination by the Escrow Agent of an authorization such court's jurisdiction in writingthe matter, signed by Seller and Buyer, directing the disposition except for Escrow Agent's willful misconduct or gross negligence. If any portion of the ▇▇▇▇▇▇▇ MoneyShares is at any time attached, orgarnished or levied upon under any court order, or in case the absence payment, assignment, transfer, conveyance or delivery of any such written authorizationproperty shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent may hold is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel [iXL LOGO] [HPS LOGO] SCHEDULE 5 selected by it is binding upon it without the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, need for appeal or a proceeding for such determination is not begun, within thirty (30) days after notice to other action; and if the Escrow Agent of complies with any such disputeorder, the Escrow Agent may bring an appropriate action writ, judgment or proceeding for leave decree, it shall not be liable to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedparties hereto or to any other person or entity by reason of such compliance even though such order, the Escrow Agent shall have no further liability writ, judgment or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofdecree may be subsequently reversed, modified, annulled, set aside or vacated.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur will have no liability whatsoever duties or responsibilities except those expressly set forth herein. Except for its willful misconduct or gross negligencethis Escrow Agreement, so long as the Escrow Agent is acting in good faith. The Parties hereby release not a party to, or bound by, any agreement that may be required under, evidenced by, or arise out of the Merger Agreement or the Securities Purchase Agreement. (b) If the Escrow Agent will be uncertain as to its duties or rights hereunder or will receive instructions from any liability of the undersigned with respect to the Escrow Accounts, that, in its opinion, are in conflict with any of the provisions of this Escrow Agreement, it will be entitled to refrain from taking any action until it will be directed otherwise in writing collectively by the parties hereto or by a final nonappealable order of a court of competent jurisdiction. (c) The Escrow Agent will not be liable for any error of or judgment or for any act done or step taken or omitted by it in good faith or for any mistake of fact or law, or for anything that it may do or refrain from doing in connection herewith, except its own bad faith, gross negligence or willful misconduct, and the Escrow Agent will have no duties to anyone except the parties hereto. (d) The Escrow Agent may consult legal counsel in the event of any dispute or question as to the construction of this Escrow Agreement, or the Escrow Agent’s duties hereunder, and the Escrow Agent will incur no liability and will be done fully protected with respect to any action taken or omitted in good faith in accordance with the opinion and instructions of such counsel. (e) In the event of any disagreement between the undersigned or any of them, and/or any other person, resulting in adverse claims and demands being made in connection with or for the Escrow Items, the Escrow Agent will be entitled at its option to refuse to comply with any such claim or demand, so long as such disagreement will continue, and in so doing the Escrow Agent will not be or become liable for damages or interest to the undersigned or any of them or to any person named herein for its failure or refusal to comply with such conflicting or adverse demands. The Escrow Agent will be entitled to continue so to refrain and refuse so to act until all differences with respect thereto will have been resolved by agreement of the parties hereto and the Escrow Agent will have been notified thereof in writing signed by the parties hereto. In the event of such disagreement that continues for sixty (60) days or more, the Escrow Agent in its discretion may file a suit in interpleader for the good faith performance purpose of its duties hereunder and do each hereby indemnify having the respective rights of the claimants adjudicated, if the Escrow Agent againstdetermines such action to be appropriate under the circumstances, and shall hold, save, may deposit with the court all documents and defend the Escrow Agent harmless from, any costs, liabilities, property held hereunder. Parent agrees to pay all reasonable out-of-pocket costs and expenses incurred by the Escrow Agent in serving as such action, including reasonable attorney’s fees. (f) The Parent shall be liable for and shall reimburse and indemnify Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The hold Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is harmless from and against any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money and all claims, losses, liabilities, costs, damages or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty expenses (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursementsexpenses) (collectively, “Losses”) arising from or in connection with or related to this Escrow Agreement or being Escrow Agent hereunder (including but not limited to Losses incurred by the Party determined not Escrow Agent in connection with its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on its part), provided, however, that nothing contained herein shall require Escrow Agent to be entitled to the ▇▇▇▇▇▇▇ Moneyindemnified for Losses caused by its gross negligence or willful misconduct. Upon making delivery Such indemnification (i) will be borne by Parent and (ii) will survive termination of the ▇▇▇▇▇▇▇ Money in any this Escrow Agreement and resignation or removal of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. until extinguished by any applicable statute of limitations. (g) The Escrow Agent shall execute does not own or have any interest in the Escrow Receipt attached hereto Accounts or in order the Escrow Items deposited hereunder but is serving as escrow holder only and having only possession thereof and agreeing to confirm that it has received hold and distribute the ▇▇▇▇▇▇▇ Money and is holding the same on deposit Escrow Items in accordance with the provisions hereofterms and conditions of this Agreement. This paragraph will survive notwithstanding any termination of this Escrow Agreement or the resignation or removal of the Escrow Agent. (h) The Escrow Agent (and any successor Escrow Agent) may at any time resign as such by delivering the Escrow Items to (i) any banking corporation or trust company organized under the laws of the United States or of any state that is jointly designated by the other parties hereto in writing as successor escrow agent and consents in writing to act as successor escrow agent or (ii) any court of competent jurisdiction; whereupon the Escrow Agent will be discharged of and from any and all further obligations arising in connection with this Escrow Agreement. The resignation of the Escrow Agent will take effect on the earlier of (x) the appointment of a successor escrow agent by designation by the other parties hereto and delivery of the Escrow Items to such successor escrow agent (or delivery of the Escrow Items to any court of competent jurisdiction) or (y) the day that is sixty (60) days after the date of delivery of its written notice of resignation to the other parties. If at that time the Escrow Agent has not received a designation of a successor Escrow Agent, the Escrow Agent’s sole responsibility after that time will be to safekeep the Escrow Items until receipt of a designation of successor Escrow Agent, or a joint written instruction as to disposition of the Escrow Items by the other parties, or a final order of a court of competent jurisdiction mandating disposition of the Escrow Items. (i) The Escrow Agent hereby accepts its appointment and agrees to act as escrow agent under the terms and conditions of this Escrow Agreement and acknowledges receipt of the Escrow Items. Parent will pay to the Escrow Agent as payment in full for its services hereunder the Escrow Agent’s compensation set forth in Schedule V hereto. Parent further agree to reimburse the Escrow Agent for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Escrow Agent in the performance of its duties hereunder (including reasonable fees, and out-of-pocket expenses and disbursements, of its counsel).

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

Escrow Agent. Escrow Agent’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’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 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 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. 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 faith. The Parties hereby release parties can tender 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 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 ▇▇▇▇▇▇▇ Money▇▇▇, shall pay the expenses owed by the Seller out of the escrow funds and remit the balance thereof to Seller. If there is any dispute as to whether the Escrow Agent is obligated to The escrow agent shall deliver the ▇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 ▇▇▇▇▇▇ Money appointed as escrow agent for this sale and shall have the authority to do whatever is necessary to aid in the handling of this escrow. In accepting any funds or as to whom the ▇▇▇▇▇▇▇ Money documents delivered hereunder, it 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 agrees to accept, hold and disburse the Deposit in accordance with the terms and conditions of this Agreement. In the event of doubt as to Escrow Agent’s 's duties pursuant to or liabilities under this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except for may, in its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may sole discretion: (a) continue to hold the ▇▇▇▇▇▇▇ Money subject matter of this escrow until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing parties mutually agree to the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money disbursement thereof or until a final determination judgment of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending determines the rights of the parties therein; or (b) deposit the same with the Clerk of Circuit Court of Orange County Florida and upon notifying all parties concerned of such determination. The action, all liability on the part of Escrow Agent shall be reimbursed will fully terminate except to the extent of an accounting for all costs items theretofore delivered out of escrow. In the event of any legal action involving Buyer and expenses Seller wherein Escrow Agent is made a party by virtue of such acting as Escrow Agent hereunder, or in the event of the commencement of any legal action or proceedingwherein Escrow Agent interpleads the subject matter of this escrow, including reasonable attorneys’ fees and disbursements, by the Party determined not to Escrow Agent will be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery recover reasonable attorney's fees and costs incurred, including, without limitation, those incurred on appeal, if any, and in any administrative, mediation, arbitration or bankruptcy proceedings, said fees and costs to be charged and assessed as court costs in favor of the ▇▇▇▇▇▇▇ Money in any of prevailing party and deducted from the manners herein provided, funds interpleaded. Buyer and Seller agree that the Escrow Agent shall have no further liability will not be liable to any party or obligation hereunder. The person whatsoever for misdelivery of the Deposit, unless such misdelivery is due to the willful breach of this Agreement or gross negligence on the part of Escrow Agent, nor will Escrow Agent shall execute be liable for any action taken by it, unless taken or suffered in willful disregard of its obligations hereunder or with gross negligence. Additionally, Seller acknowledges that in the event of any disagreement between Seller and Buyer concerning the Deposit, the transaction under this Agreement or any other matter related to the Property, Escrow Receipt attached hereto Agent may continue to represent Buyer in order connection with such dispute, including negotiations, arbitration, mediation and litigation, so long as Escrow Agent first delivers the Deposit to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding Clerk of Circuit Court of Orange County, Florida in the same on deposit manner previously contemplated in accordance with the provisions hereofthis ss.19.

Escrow Agent. Escrow Agent’s (a) The duties pursuant to this Agreement are purely ministerial in nature, and of the Escrow Agent hereunder 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 entirely administrative 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 hereundernot discretionary. The Escrow Agent is acting as a stakeholder only Agent (b) As to any legal questions arising in connection with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the administration of this Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredAgreement, the Escrow Agent may refuse rely upon the opinions given to make any it by its counsel and shall be free of liability for acting in good faith reliance on such opinions. (c) The Escrow Agent may, as a condition to the delivery and may continue to hold of certificates representing the ▇▇▇▇▇▇▇ Money until Escrow Shares or monies, as provided herein, require from the recipient a receipt by therefor. (d) The parties agree that the Escrow Agent will receive, as compensation for its services, an initial fee and annual fees payable in advance, as well as reasonable out-of-pocket expenses as set forth on Attachment I hereto. Such amounts shall be paid by Dearborn until termination of an authorization in writing, signed by Seller and Buyer, directing the disposition this Escrow Agreement or resignation of the ▇▇▇▇▇▇▇ MoneyEscrow Agent; provided, orthat, Dearborn may, in its sole discretion, elect to pay any such annual fees or out-of-pocket expenses out of the absence proceeds of such written authorizationany sale of Escrow Shares pursuant to this Escrow Agreement. (e) The relationship between the Escrow Agent, on the one hand, and Dearborn and the Company, on the other hand, shall be solely and exclusively governed by this Escrow Agreement, and neither Dearborn nor the Company may assert any claims whatsoever against the Escrow Agent may hold based upon the ▇▇▇▇▇▇▇ Money until a final determination of Stock Purchase Agreement. However, nothing contained in this Escrow Agreement shall jeopardize the rights of and obligations between Dearborn and the Parties Company in an appropriate judicial proceeding. If such written authorization is not given, the Stock Purchase Agreement or a proceeding for such determination is not begun, within thirty in any other agreement. (30f) days after notice Anything 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 contrary herein providednotwithstanding, the Escrow Agent shall have no further liability the right to delay any payment or obligation hereunderdelivery due hereunder if necessary to allow the Escrow Agent to verify the relevant documents and to perform any checks or controls in connection with such documents. The Escrow Agent shall execute perform any such verifications, checks or controls as promptly as practical. (g) Except as otherwise expressly provided herein, the Escrow Receipt attached hereto in order Agent is authorized to confirm that it has received the ▇▇▇▇▇▇▇ Money execute instructions and is holding the same on deposit take other actions pursuant to this Escrow Agreement in accordance with its customary processing practices for similar customers and, in accordance with such practices the Escrow Agent may retain agents, including its own subsidiaries or affiliates, to perform certain of such functions. In the event of any loss to the other parties hereto by reason of the gross negligence or willful misconduct of the Escrow Agent, the Escrow Agent shall be liable to the other parties only to the extent of the other party's direct damages without reference to any special conditions or (h) Unless expressly referred to herein, the Escrow Agent shall not be bound by, or have any responsibility with respect to, any other agreement or contract between the Company and Dearborn (whether or not the Escrow Agent has knowledge thereof); provided, however, that the provisions contained in Sections 2.6, 2.7, 2.8 and 2.9 of the Stock Purchase Agreement, to the extent such provisions relate to the Escrow Shares and the sale of shares of Common Stock issued upon conversion of any Escrow Shares, are hereby incorporated by reference herein and made a part hereof. (i) It is understood and agreed that should any dispute arise with respect to the payment and/or ownership or right of possession of the Escrow Shares other than as provided for in Sections 3, 4 and 5 hereof, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, all or any part of the Escrow Shares until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final non-appealable order, decree or judgment of any court or other tribunal of competent jurisdiction in the United States of America, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings. (j) The Escrow Agent is authorized to rely and act upon all instructions given or purported to be given in conformity with the terms and provisions of this Escrow Agreement in writing by one or more officers, employees or agents of the Company or Dearborn (i) authorized by or in accordance with a corporate resolution delivered to the Escrow Agent or (ii) described as authorized in a certificate delivered to the Escrow Agent by the appropriate Secretary or an Assistant

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 6 of such documents and funds, after deducting therefrom its charges and its expenses and attorneys' fees incurred in connection with any such court action, shall relieve Title Company of all further liability and responsibility for such documents and funds. Title Company's receipt of this Agreement and opening of an escrow pursuant to this Agreement shall be reimbursed for all costs and expenses deemed to constitute conclusive evidence of such action or proceeding, including reasonable attorneys’ fees and disbursements, Title Company's agreement to be bound by the Party determined not terms and conditions of this Agreement pertaining to Title Company. Disbursement of any funds shall be entitled made by check, certified check or wire transfer, as directed by Borrower and Lender. Title Company shall be under no obligation to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money disburse any funds represented by check or draft, and no check or draft shall be payment to Title Company in compliance with any of the manners herein providedrequirements hereof, until it is advised by the Escrow Agent shall have no further bank in which such check or draft is deposited that such check or draft has been honored. Title Company is authorized to act upon any statement furnished by the holder or payee, or a collection agent for the holder or payee, of any lien on or charge or assessment in connection with the Premises, concerning the amount of such charge or assessment or the amount secured by such lien, without liability or obligation hereunderresponsibility for the accuracy of such statement. The Escrow Agent employment of Title Company as escrow agent shall execute not affect any rights of subrogation under the Escrow Receipt attached hereto in order terms of any title insurance policy issued pursuant to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthereof.

Escrow Agent. The Deposit and any interest earned thereon, shall be held by the Escrow Agent’s duties pursuant to , in escrow on the terms hereinafter set forth: A. The Escrow Agent shall deposit the Deposit in an interest bearing commercial bank account in the State of Texas. B. The Escrow Agent shall not commingle the Deposit or any interest earned thereon with any funds of the Agent. C. If the Closing takes place as scheduled under this Agreement are purely ministerial in natureAgreement, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct deliver the Deposit and any interest earned thereon to, or gross negligenceupon the instruction of, so long as Seller at the Closing. D. If the Agreement is terminated in accordance with the terms hereof, the Escrow Agent is acting shall pay the Deposit and any interest earned thereon to, or upon the instructions of, the party entitled thereto in good faithaccordance with the provisions hereof. The Parties hereby release E. if the Closing does not take place under this Agreement by reason of the failure of either party to comply with its obligations hereunder, the Escrow Agent from shall pay the Deposit and any liability for any error interest thereon to the party entitled thereto in accordance with the provisions of judgment or for any act done or omitted to be done by this Agreement, provided that the Escrow Agent in shall not pay the good faith performance Deposit and interest earned thereon unless and until (a) it sends notice by certified mail, return receipt requested or overnight delivery, to the other party notifying them of its duties hereunder their intention to deliver the Deposit and do each hereby indemnify the any interest earned thereon and (b) Escrow Agent againstdoes not receive notice from such other party or its attorney, and shall holdwithin five (5) calendar days after receipt of Escrow Agent's notice, 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. objecting to such delivery. F. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ MoneyDeposit and any interest earned thereon. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money Deposit and any interest earned thereon or as to whom the ▇▇▇▇▇▇▇ Money said Deposit and any interest earned thereon is to be delivered, the Escrow Agent may refuse to shall not make any delivery and may continue to delivery, but in such event the Escrow Agent shall hold the ▇▇▇▇▇▇▇ Money same until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyerall the parties having interest in such dispute, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, same,or in the absence of such written authorization, authorization the Escrow Agent may shall hold the ▇▇▇▇▇▇▇ Money Deposit and any interest earned thereon until a the final determination of the rights of the Parties parties in an appropriate judicial proceeding. If such written authorization is not given, given or a proceeding proceedings for such determination is are not begun, begun within thirty (30) calendar days after notice to of the Escrow Agent of such disputeClosing date and diligently continued, the Escrow Agent may may, but is not required to, bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money Deposit and any interest earned thereon 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, disbursements by the Party party determined not to be entitled to the ▇▇▇▇▇▇▇ MoneyDeposit and any interest earned thereon. Upon making the delivery of the ▇▇▇▇▇▇▇ Money Deposit and any interest earned thereon in any of the manners manner herein provided, the Escrow Agent shall have no further liability hereunder. G. It is agreed that the duties of the Escrow Agent are only as herein specifically provided, and are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatever except for willful misconduct or obligation gross negligence. Seller and Purchaser each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. H. Seller and Purchaser shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including reasonable attorneys' fee incurred in connection with the performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or suffered by the Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence on the part of the Escrow Agent. This provision shall survive the termination of this Agreement and Closing. I. The Escrow Agent shall execute the Escrow Receipt attached hereto in order has executed this Agreement solely to confirm that it has received the ▇▇▇▇▇▇▇ Money and Escrow Agent is holding and will hold the same on deposit Deposit and any interest earned thereon in accordance with escrow, pursuant to the provisions hereof. 18.

Escrow Agent. The Escrow Agent shall deposit the ▇▇▇▇▇▇▇ Money Deposit and Extension Fee, if any, into an interest-bearing, money market account with a local bank upon execution and delivery of all forms (including a fully-executed IRS Form W-9) and necessary documents and to disburse said funds according to the terms of this Agreement. Escrow Agent shall notify the parties hereto of the date of deposit, name of institution and current interest rate within five (5) days of the date of the deposit. In the event of a breach of this Agreement by either Seller or Buyer, or if, in the sole discretion of the Escrow Agent’s , some doubt exists as to when, to whom or under what circumstances such ▇▇▇▇▇▇▇ Money Deposit and Extension Fee, if any, shall be disbursed 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 ▇▇▇▇▇▇▇ Money Deposit into the Circuit Court of the county in which the Property is located, 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 Deposit prior to its deposit into the registry of the Court. In any event, however, all parties agree that Escrow Agent shall have no liability or any further responsibility to any party or person whomsoever for any disbursement of the ▇▇▇▇▇▇▇ Money Deposit and Extension Fee, if any, made by Escrow Agent in good faith unless such disbursement shall constitute a willful breach of the duties pursuant to and obligations of Escrow Agent under this Agreement are purely ministerial in natureor gross negligence on the part of Escrow Agent. The interest received on the ▇▇▇▇▇▇▇ Money Deposit and Extension Fee, if any, shall be applied to the account of Buyer at closing. Upon disbursing the ▇▇▇▇▇▇▇ Money Deposit and Extension Fee, if any, under the provisions of this Agreement, the Escrow Agent shall incur no be released from all 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 ▇▇▇▇▇▇▇ MoneyMoney Deposit and Extension Fee, if any, except for an accounting thereof. If there is any dispute as The Buyer and Seller, jointly and severally, agree to whether pay directly, or reimburse the Escrow Agent is obligated for any and all expenses incurred by the Escrow Agent in any such action. As between the Buyer and Seller, the non-prevailing party in any action pertaining to deliver the ▇▇▇▇▇▇▇ Money Deposit and Extension fee, if any, shall be responsible for any and all expenses incurred by the Escrow Agent on any such action. Both Buyer and Seller, hereby acknowledge that the Escrow Agent is acting solely as a fiduciary to the parties. Seller hereby expressly acknowledges that Escrow Agent also serves as counsel to Buyer in connection with this Agreement and the transaction contemplated herein and Seller specifically acknowledges and agrees that the duties, as Escrow Agent, hereunder, shall not disqualify such law firm from presenting Buyer as Buyer's counsel in any matter which arises under or as which is a result of this Agreement, including, without limitation, a dispute relating to whom the ▇▇▇▇▇▇▇ Money is to be deliveredDeposit and Extension Fee, 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 hereofif any.

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

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (i) The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to accept the ▇▇▇▇▇▇▇ Money. If there Money with the understanding of the parties that Escrow Agent is not a party to this Agreement except to the extent of its specific responsibilities hereunder, and does not assume or have any dispute as liability for the performance or non-performance of Buyer or Seller hereunder to whether either of them. (ii) The Escrow Agent shall be protected in relying upon the accuracy, acting in reliance upon the contents, and assuming the genuineness of any notice, demand, certificate, signature, instrument or other document which is given to the Escrow Agent without verifying the truth or accuracy of any such notice, demand, certificate, signature, instrument or other document. (iii) The Escrow Agent shall not be bound in any way by any other agreement or understanding between the parties hereto, whether or not the Escrow Agent has knowledge thereof or consents thereto unless such consent is obligated given in writing. (iv) The Escrow Agent’s sole duties and responsibilities under as escrow agent for the ▇▇▇▇▇▇▇ Money shall be to hold and disburse the ▇▇▇▇▇▇▇ Money in accordance with this Agreement. (v) The Escrow Agent shall not be liable for any action taken or omitted by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within its rights or powers conferred upon it by this Agreement, except for damage caused by the fraud or gross negligence of the Escrow Agent. (vi) Upon the disbursement of the ▇▇▇▇▇▇▇ Money in accordance with this Agreement, the Escrow Agent shall be relieved and released from any liability under this Agreement. (vii) The Escrow Agent may resign at any time upon at least ten (10) days prior written notice to the parties hereto. If, prior to the effective date of such resignation, the parties hereto shall all have approved, in writing, a successor escrow agent, then upon the resignation of the Escrow Agent, the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money or as to whom such successor escrow agent. From and after such resignation and the delivery of the ▇▇▇▇▇▇▇ Money is to be deliveredsuch successor escrow agent, the Escrow Agent may refuse to make any delivery shall be fully relieved of all of its duties, responsibilities and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt obligations under this Agreement, all of which duties, responsibilities and obligations shall be performed by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceedingappointed successor escrow agent. If for any reason the parties hereto shall not approve a successor escrow agent within such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeperiod, the Escrow Agent may bring an any appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in with a court of competent jurisdiction jurisdiction, pending the approval of a successor escrow agent, and upon such determination. The deposit the Escrow Agent shall be reimbursed fully relieved of all of its duties, responsibilities and obligations under this Agreement. (viii) Seller and Buyer hereby agree to, jointly and severally, indemnify, defend and hold the Escrow Agent harmless from and against any liabilities, damages, losses, costs or expenses incurred by, or claims or charges made against, the Escrow Agent (including reasonably attorneys’ fees, expenses and court costs) by reason of the Escrow Agent’s acting or failing to act in connection with any of the matters contemplated by this Agreement in its capacity as escrow agent for the ▇▇▇▇▇▇▇ Money or in carrying out the terms of this Agreement, except as a result of the Escrow Agent’s fraud or gross negligence. (ix) If for any reason either Seller or Buyer makes a written demand upon Escrow Agent for payment of the ▇▇▇▇▇▇▇ Money, or if Escrow Agent intends to pay such ▇▇▇▇▇▇▇ Money over to either party, Escrow Agent shall give at least ten (10) days’ written notice to the other party of such demand and of its intention to pay over the ▇▇▇▇▇▇▇ Money to the other party on a stated date. If Escrow Agent does not receive a written objection to the proposed payment, Escrow Agent is hereby authorized and directed to make such payment. If such other party delivers to Escrow Agent written objection to such payment before the proposed payment date, Escrow Agent shall continue to hold the ▇▇▇▇▇▇▇ Money until otherwise directed by written instructions by all costs and expenses parties or a final decision of a court of competent jurisdiction. In the event of such dispute, Escrow Agent may deposit the ▇▇▇▇▇▇▇ Money with an appropriate court of competent jurisdiction and, after giving written notice of such action or proceedingto the parties, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled Escrow Agent shall have no further obligations with respect to the ▇▇▇▇▇▇▇ Money. Upon making delivery . (x) The Escrow Agent shall not have any liability or obligation for loss of all or any portion of the ▇▇▇▇▇▇▇ Money in any by reason of the manners herein provided, insolvency or failure of the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute institution of depository with whom the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and escrow account is holding the same on deposit in accordance with the provisions hereofmaintained.

Escrow Agent. (a) The Deposit shall be held in escrow by Escrow Agent in one or more interest-bearing, federally insured bank accounts selected by Escrow Agent on the terms hereinafter set forth. (b) When Closing has occurred, Escrow Agent shall deliver the Deposit to Seller. (c) If Escrow Agent receives a request for the Deposit signed by Seller stating that Purchaser has defaulted in the performance of its obligations under this Agreement, Escrow Agent shall submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Purchaser. If Escrow Agent shall not have received notice of objection from Purchaser within five (5) business days after Escrow Agent has forwarded such request, Escrow Agent shall deliver the Deposit to Seller. If Escrow Agent shall receive a timely notice of objection from Purchaser as aforesaid, Escrow Agent promptly shall submit a copy thereof to Seller. (d) If Escrow Agent receives a request signed by Purchaser stating that this Agreement has been canceled or terminated, or that Seller has defaulted in the performance of its obligations hereunder, and that Purchaser is entitled to the Deposit, Escrow Agent shall submit (in the manner set forth in Paragraph 14 hereof) a copy of such request to Seller. If Escrow Agent shall not have received notice of objection from Seller within five (5) business days after Escrow Agent has forwarded such request, Escrow Agent shall deliver the Deposit to Purchaser. If Escrow Agent shall receive a timely notice of objection from Seller as aforesaid, Escrow Agent promptly shall submit a copy thereof to Purchaser. (e) Any notice to Escrow Agent shall be sufficient only if given in the manner set forth in Paragraph 14 hereof and received by Escrow Agent within the applicable time period set forth herein. All mailings and notices from Escrow Agent to Seller and/or Purchaser, or from Purchaser and/or Seller to Escrow Agent, shall be addressed to Escrow Agent and to the Party to receive such notice at its address as set forth in Paragraphs 3 or 14 hereof. (f) If Escrow Agent receives notice signed by Seller instructing Escrow Agent to pay the Deposit to Purchaser, or if Escrow Agent receives notice signed by Purchaser instructing Escrow Agent to pay the Deposit to Seller, Escrow Agent shall deliver the Deposit in accordance with such instructions. (g) If Escrow Agent shall have received a notice of objection as provided for in Paragraphs 16(c) or 16(d) hereof within the time therein prescribed, Escrow Agent shall not comply with any requests or demands it may have received it and shall continue to hold the Deposit until Escrow Agent receives either: (i) a written notice signed by both Seller and Purchaser stating who is entitled to the Deposit; or (ii) a final order of a court of competent jurisdiction directing disbursement of the Deposit in a specific manner; in either of which events, Escrow Agent then shall disburse the Deposit in accordance with such notice or order. Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such requests or demands until and unless it has received a direction of the nature described in (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Paragraph 16(g) above, if Escrow Agent shall have received a notice of objection as provided for in Paragraphs 16(c) or 16(d) hereof within the time therein prescribed, or shall have received at any time before actual disbursement of the Deposit a notice from either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit has been commenced, or otherwise shall believe in good faith at any time that a disagreement or dispute has arisen between the Parties hereto over entitlement to the Deposit (whether or not litigation has been instituted), Escrow Agent shall have the right, upon notice to both Seller and Purchaser, (i) to deposit the Deposit with the Clerk of the Court in which any litigation is pending, and/or (ii) to take such affirmative steps, at its option, as it may elect in order to terminate its duties as Escrow Agent, including, but not limited to, the depositing of the Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party, and thereupon Escrow Agent shall be released of and from all liability hereunder except for any previous gross negligence or willful default. (i) Escrow Agent shall have the right to represent Seller in any dispute between the parties relating to the Deposit, any other aspect of this Agreement or otherwise. (j) Escrow Agent shall have no duty to invest all or any portion of the Deposit during any period of time Escrow Agent may hold the same prior to disbursement thereof except in one or more interest-bearing accounts as aforesaid, and any disbursements or deliveries of the Deposit required herein to be made by Escrow Agent shall be with such interest, if any, as shall have been earned thereon. (k) Escrow Agent shall be under no obligation to deliver any instrument or documents to a court or take any other legal action in connection with this Agreement or towards its enforcement, or to appear in, prosecute or defend any action or legal proceeding which, in Escrow Agent’s duties pursuant to this Agreement are purely ministerial opinion, would or might involve it in natureany cost, and the expense, loss or liability unless, as often as Escrow Agent may require, Escrow Agent shall incur no liability whatsoever except for its willful misconduct be furnished with security and indemnity satisfactory to it against all such costs, expenses, losses or gross negligence, so long as the liability. (l) Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability shall not be liable for any error of or judgment or for any act done or omitted by it in good faith, or for any mistake of fact or law, and is released and exculpated from all liability hereunder except for willful misconduct or gross negligence. (m) Escrow Agent’s obligations hereunder shall be as a depositary only, and Escrow Agent shall not be responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity of any notice, written instructions or other instrument furnished to it or deposited with it, or for the form of execution thereof, or for the identity or authority of any person depositing or furnishing same. (n) Escrow Agent shall not have any duties or responsibilities except those set forth in this Agreement and shall not incur any liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or document believed by it to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent againstgenuine, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse assume that any person purporting to make give any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent notice or advice on behalf of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the any Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof has been duly authorized to do so. Seller and Purchaser hereby jointly and severally agree to indemnify and to hold and save Escrow Agent harmless from and against any and all loss, damage, cost or expense Escrow Agent may suffer or incur as Escrow Agent hereunder unless caused by its gross negligence or willful misconduct. (o) The terms and provisions of this Paragraph 16 shall create no right in any person, firm or corporation other than the parties hereto and their respective successors and permitted assigns, and no third party shall have the right to enforce or benefit from the terms hereof. (p) The provisions of this Paragraph 16 shall survive Closing or the termination of this Agreement for any reason.

Escrow Agent. Escrow Agent referred to in the definition thereof contained in Article I has agreed to act as such for the convenience of the parties without fee or other charges payable hereunder 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: (i) to any of the parties for any act or omission to act, except for its own negligence or willful misconduct misconduct; (ii) 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; (iii) 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; (iv) 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; and (v) 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 jurisdiction pending in New York, New York, 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 released from any further liability with respect to the ▇▇▇▇▇▇▇ MoneyDeposit as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for 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 shall not be liable for any acts taken in good faith, shall only be liable for its willful default or gross negligence, and may, in its sole discretion, rely upon the oral or written notices, communications, orders or instructions given by Purchaser or Seller. Except in the case of Purchaser’s timely termination pursuant to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writingSection 3.4, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, orabove, in the absence event of such written authorization, a dispute between Purchaser and Seller under this Agreement sufficient in the discretion of 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 givento justify its doing so, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent shall be entitled to tender into the registry or custody 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 Agreement, together with such determinationlegal proceedings as it deems appropriate, and thereupon to be discharged from all further duties under this Agreement. The Any such legal action may be brought in any such court as Escrow Agent shall determine to have jurisdiction thereof. Seller and Purchaser hereby agree to indemnify and hold harmless Escrow Agent against any and all losses, claims, damages, liabilities and expenses, including, without limitation, reasonable costs of investigation and counsel fees and disbursements which may be 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 Agreement 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 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 bear all such losses, claims, damages and expenses; and provided further that neither Seller nor Purchaser 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 hereof.Agent. 1184306 v7

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

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

Escrow Agent. The Escrow Agent’s duties pursuant to , in its capacity as holder of the Deposit in escrow, joins in the execution of this Agreement are purely ministerial in nature, for the limited purpose of acknowledging and agreeing to the provisions of this Section 3.6. A. The duties of the Escrow Agent shall incur be as follows: (i) The Escrow Agent shall deposit, hold and disburse the Deposit in accordance with the terms and provisions of this Agreement. (ii) If this Agreement shall be terminated by the mutual written agreement of the Purchaser and the Seller, or if the Escrow Agent shall be unable to determine at any time to whom the Deposit should be paid, or if a dispute shall develop between the Seller and the Purchaser concerning to whom the Deposit should be paid and delivered, then and in any 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. (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. (a) By its execution and delivery of this Agreement, Escrow Agent agrees to be bound by the terms and conditions in Section 2.5 of this Agreement to the extent applicable to its duties, liabilities and obligations as “Escrow Agent’s duties .” Escrow Agent shall hold and dispose of the funds deposited with the Escrow Agent pursuant to this Agreement are purely ministerial (“Escrowed Funds”) in nature, and accordance with the terms of this Agreement. Escrow Agent shall incur no liability whatsoever except in connection with the safekeeping or disposition of the Escrowed Funds for its any reason other than Escrow Agent’s breach of contract, willful misconduct or gross negligence. Escrow Agent shall be reimbursed by Buyer and Seller, so long jointly and severally, for all out-of-pocket costs and expenses incurred in connection with its obligations hereunder. If Escrow Agent is in doubt as to its duties or obligations with regard to the Escrowed Funds, or if the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent receives conflicting instructions from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder Buyer and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only Seller with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredEscrowed Funds, the Escrow Agent may refuse shall not be required to make any delivery disburse the Escrowed Funds and may may, at its option, continue to hold the ▇▇▇▇▇▇▇ Money Escrowed Funds until receipt both Buyer and Seller agree as to their disposition, or until a final judgment is entered by a court of competent jurisdiction directing their disposition, or the Escrow Agent may interplead the Escrowed Funds in accordance with the laws of an authorization in writingthe State of Florida. Escrow Agent shall not be responsible for the preservation of principal or any interest on the Escrowed Funds except as is actually earned, signed by or for the loss of any interest or principal resulting from the withdrawal of the Escrowed Funds prior to the date interest is posted thereon. (b) The Escrow Agent may resign upon written notice to the Seller and Buyer, directing . If a successor escrow agent is not appointed by the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationSeller and Buyer within this thirty (30) day period, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until may, but shall have no duty to, petition a final determination court of the rights of the Parties in an appropriate judicial proceedingcompetent jurisdiction to name a successor. If such written authorization no successor escrow agent is not given, or a proceeding for such determination is not begun, appointed within thirty (30) days after notice to the Escrow Agent of such disputewritten notice, the Escrow Agent may bring an appropriate action or proceeding for leave withhold performance by it pursuant to deposit the ▇▇▇▇▇▇▇ Money in Section 2.6(a) until such time as a court of competent jurisdiction pending successor escrow agent is appointed and, at such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedtime, the Escrow Agent shall have no further liability deliver the Escrowed Funds or obligation hereunder. other documents, instruments or items, if any, delivered to the Escrow Agent hereunder to any such successor escrow agent; provided, however, the Escrow Agent shall act in accordance with any joint written instructions from the Seller and Buyer. (c) The Escrow Agent shall execute may be removed, with or without cause, by the Buyer and Seller acting jointly at any time by providing written notice to the Escrow Receipt attached hereto in order to confirm that it has received Agent. (d) This Section 2.6 shall survive the ▇▇▇▇▇▇▇ Money and is holding Closing or the same on deposit in accordance with the provisions hereofexpiration or any termination of this Agreement.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the (a) The Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long be mutually agreed by the parties (referred to herein as the “Escrow Agent” and “Title Company”). 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 disburse the ▇▇▇▇▇▇▇ Money in accordance with the terms thereof. (b) Prior to disbursing the ▇▇▇▇▇▇▇ Money other than pursuant to the written directions of both parties, Escrow Agent shall give all parties five (5) days’ notice, stating to whom the disbursement will be made. Any party may object in writing to the disbursement, provided the objection is received by the Escrow Agent prior to the end of the five (5) day notice period. All objections not raised in a timely manner shall be waived. In the event a timely objection is made, Escrow Agent shall consider the objection and shall do any or as a combination of the following: (A) hold the ▇▇▇▇▇▇▇ Money for a reasonable period of time to give the parties an opportunity to resolve the dispute; (B) disburse the ▇▇▇▇▇▇▇ Money and so notify all parties; and/or (C) interplead the ▇▇▇▇▇▇▇ Money into a court of competent jurisdiction. (c) Escrow Agent shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including reasonable attorneys’ fees. The prevailing party in the interpleader action shall be entitled to collect from the other party the costs and expenses reimbursed to Escrow Agent. No party shall seek damages from Escrow Agent (nor shall Escrow Agent be liable for same) for any matter relating to the performance of Escrow Agent’s duties under this section, except for willful misconduct or gross negligence. Any interest actually earned on the ▇▇▇▇▇▇▇ Money shall go to the person to whom the ▇▇▇▇▇▇▇ Money is to be deliveredpaid, without such interest being credited against 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 hereofPurchase Price.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, Borrower 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 InstaCare 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 jointly and do each hereby indemnify the Escrow Agent against, severally agree that all costs and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses disbursements incurred by the Escrow Agent in serving performing its obligations under the Escrow Agreement shall be borne by Borrower and InstaCare, and each of Borrower and instaCare hereby jointly and severally indemnify, defend, and hold harmless the Lender and each of the Lender's officers, directors, agents, attorneys, and affiliates of any kind from and against the imposition of any costs and expenses arising under or incurred in connection with the Escrow Agreement." 15. Nothing contained herein shall be deemed to affect any previously Delivered Shares or previously delivered "Warrants" (as Escrow Agent hereunder and defined in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect the Loan Agreement prior to the ▇▇▇▇▇▇▇ Moneyeffect of this Agreement). 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 deliveredFurthermore, 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 Escrowed Shares to the Escrow Agent shall in no way relieve InstaCare of such disputeits obligation to issue shares of Earned Common Stock to Lender in connection with any Advance, it being 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 intent of the ▇▇▇▇▇▇▇ Money parties that, in the event the Escrowed Shares are insufficient to cover the number of Earned Common Shares deliverable to Lender, then instaCare’s obligation to deliver such Earned Common Shares to Centurion, notwithstanding that there are insufficient Escrowed Shares to do so. 16. All references in any of the manners herein providedLoan Documents to the "Loan Documents" (or any term of similar import referring specifically to the Loan Documents) shall hereinafter be deemed to include this Agreement. 17. instaCare, by its signature hereon, hereby reaffirms all of its obligations and liabilities under the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute Loan Agreement and each other Loan Document to which it is a party, and restates and reaffirms each and every representation and warranty contained ii1 the Escrow Receipt attached hereto in order Loan Agreement and each other Loan Document to confirm that which it has received the ▇▇▇▇▇▇▇ Money and is holding a party as if the same were made on deposit the date hereof. 18. Borrower and InstaCare hereby remise, release and forever discharge Lender and each of Lender's present, future and former parents, affiliates, officers, directors, employees and agents from any and all claims, losses, liabilities, demands and causes of action of any kind whatsoever, if any, whether absolute or contingent, known or unknown, matured or unmatured that Borrower and instaCare may now have or ever had, in whatever capacity, against Lender or its present, future or former officers, directors, employees and agents. 19. Borrower and InstaCare, by their respective signatures hereon, hereby reaffirms all of its obligations and liabilities under the Loan Documents, and restates and reaffirms each and every representation and warranty contained in the Loan Documents as if the same were made on file date hereof. 20. This Agreement shall be governed by and construed in accordance with the provisions hereoflaws of the State of Nevada and the applicable laws of the United States of America.

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 agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent’s duties , its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement are purely ministerial or anything in natureany manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof; provided that the Company shall not be obligated to save, defend and keep harmless and fully indemnify the Escrow Agent shall incur no liability whatsoever except for its against any loss, costs, charges, suits, demands, claims, damages or expenses arising out of the gross negligence or willful misconduct of the Escrow Agent. 6.3 In case proceedings should hereafter be taken in any court respecting the Shares, the Certificates or gross negligencethe Stock Powers, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Section 6.2 against its costs of such proceedings. 6.4 The Escrow Agent will have no responsibility in respect of loss of the Certificates and the Stock Powers except the duty to exercise such care in the safekeeping thereof as it would exercise if the Certificates and the Stock Powers belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel. 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 and the Stock Powers as herein directed and to deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Certificates or the Stock Powers or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so long execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is acting in good faith. The concerned that the said documents are deposited with it as herein specified by the Parties hereby release with the Escrow Agent. 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 and the Stock Powers 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 and the Stock Powers 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 and the Stock Powers 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 and the Stock Powers into court and such delivery and interpleading will be an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled effective discharge to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofAgent.

Escrow Agent. Escrow Agent’s duties pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent The Earnest 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 D▇▇▇ ▇▇ sooner termination of its duties hereunder this Agreement and do each hereby indemnify the Escrow Agent againstshall pay over the interest or income earned thereon, if any, to the party entitled to the Earnest Money and the party receiving such interest or income shal▇ ▇▇▇ ▇ny income taxes due thereon. In the event the Closing shall holdoccur in accordance with the provisions of this Agreement, savethen, and defend the Escrow Agent harmless fromshall deliver the Earnest Money to the settlement agent disbursing funds at Closing. ▇▇, ▇or any costsreason, liabilitiesthe Closing does not occur pursuant to the provisions of this Agreement and either party makes a written demand upon Escrow Agent, and expenses incurred by registered or certified mail (return receipt optional), Federal Express or other reputable national overnight delivery service, for the payment of the Earnest Money, then Escrow Agent shall give written notice in serving as accor▇▇▇▇▇ ▇ith the provisions hereof to the other party of the receipt of such demand. If 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 from the other party to the proposed payment of the Earnest Money pursuant to the demand within ten (10) days after th▇ ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the ery of such notice by Escrow Agent, Escrow Agent is obligated hereby authorized to deliver make such payment in accordance with the aforesaid demand. If Escrow Agent receives written abjection from the other party to the proposed payment of the Earnest Money pursuant to the aforesaid demand within such ten (▇▇▇▇) ▇▇▇ Money period or as to whom the ▇▇▇▇▇▇▇ Money is to be deliveredif, 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 Earnest Money until otherwise directed by written instructions f▇▇▇ ▇▇▇▇▇ler and Purchaser or a final judgment of a court of competent jurisdiction. Escrow Agent, however, shall have the right at any time to deposit the Earnest Money with the clerk of any court of competent jurisdicti▇▇ Money until receipt ▇▇ the state where the Property is located, and Escrow Agent shall give written notice of such deposit to the Seller and the Purchaser, and upon such deposit being made, Escrow Agent shall be discharged from all obligations and responsibilities hereunder. The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that Escrow Agent may act upon any writing believed by it in good faith to be genuine and to be signed and presented by the proper person, 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 Agreement or involving gross negligence. Escrow Agent shall have no duties or responsibilities relating to escrow except as set forth in this paragraph. Escrow Agent shall not be bound by any modification of the Agreement unless the same is in writing and signed by the Purchaser and Seller and if Escrow Agent's duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. The Seller and Purchaser hereby jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses (including reasonable attorney's fees) incurred in connection with the performance 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 its duties in accordance with the provisions hereofof this Section of this Agreement.

Escrow Agent. (a) The Escrow Agent shall not be liable in any way to any party hereto for its refusal to comply with adverse claims or demands being made upon it and shall not be responsible for any act or failure to act on its part, nor shall it have any liability under this Escrow Agreement, except in the case of bad faith, willful default or gross negligence. The Escrow Agent’s 's duties pursuant and responsibilities, in its capacity as such, shall be limited to those expressly set forth in this Agreement are purely ministerial in natureEscrow Agreement, and the Escrow Agent shall incur no liability whatsoever not be subject to, or recognize, any other agreement between any or all of the parties hereto even though reference thereto may be made herein, except for its willful misconduct to the extent that definitions contained in the Merger Agreement or gross negligencethe Indemnification Agreement and the alternative dispute resolution procedures of the Indemnification Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may not be amended at any time in such a way as to affect the rights, responsibilities, obligations, liabilities or fees of the Escrow Agent except with the Escrow Agent's prior written consent, as evidenced by an instrument in writing signed by all the parties hereto. (b) The Escrow Agent (so long as the Escrow Agent it is acting in good faith. The Parties hereby release the Escrow Agent from Robinson Brog Leinwand Greene Genovese & Gluck P.C.) or 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 memb▇▇ ▇▇ ▇▇s ▇▇▇▇, ▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the b▇ ▇▇▇▇it▇▇▇ Money ▇▇ ▇ct ▇▇ ▇▇unsel for BL in any dispute or question as to whom any matter arising out of the ▇▇▇▇▇▇▇ Money is Merger Agreement, the Distribution or the Transactions. (c) The Escrow Agent may resign at any time upon ninety (90) days written notice to be deliveredBuyer and BL and in such event, shall deliver the Escrow Funds and any interest thereon pursuant to the joint written instructions of BL and Buyer. The parties agree to make any necessary amendments to this Agreement to permit the successor escrow agent to assume the obligations of Escrow Agent under this Agreement. Should the successor escrow agent not assume this Agreement, the Escrow Agent may refuse deposit the Escrow Fund and any such interest with the clerk of an appropriate court in New York, New York. (d) Each of BL and Buyer agree, jointly and separately, to make indemnify and hold harmless the Escrow Agent from and against any delivery demands, claims, causes of action, liabilities, costs and may continue expenses (including outside counsel fees and disbursements), arising out of this Escrow Agreement except for claims which are asserted against the Escrow Agent based upon the Escrow Agent's failure to hold comply with the ▇▇▇▇▇▇▇ Money until terms and conditions of this Escrow Agreement or the bad faith, gross negligence or willful misconduct of the Escrow Agent; provided however, that (A) promptly after the receipt by the Escrow Agent of an authorization in writingnotice of any demand or claim or the commencement of any such action, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorizationsuit or proceeding, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination shall notify all parties hereto in writing of the rights existence of such demand, claim, action, suit or proceeding; (B) the indemnitor(s) shall be entitled, at its own expense, to participate in and assume the defense of any such action, suit or proceeding. (e) The Escrow Agent shall be entitled to be compensated by BL for its reasonable time expended and disbursements incurred in connection with carrying out its duties hereunder. (f) The Escrow Agent shall be entitled to rely or act upon any notice, instrument or document believed by it to genuine and to be executed and delivered by the 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 Parties in an appropriate judicial proceeding. If such written authorization is not givenexecution of any notice, instrument 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 determinationdocument. The Escrow Agent shall be reimbursed for entitled to refrain from taking any action other than to keep all costs cash and expenses of such action or proceeding, including reasonable attorneys’ fees other payments and disbursements, all other property held by it in Escrow and to make the investments as herein provided until it shall be directed otherwise in writing by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners Buyer and BL, or as otherwise provided herein provided, the Escrow Agent shall have no further liability or obligation hereunderby a final order. The Escrow Agent shall execute not have any interest in the Escrow Receipt attached hereto Fund, other than possession thereof in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofits capacity as escrow agent hereunder.

Escrow Agent. The Deposit shall be held by Escrow Agent’s duties pursuant to this Agreement are purely ministerial Agent in nature, trust and may be deposited in an interest bearing account (the “Depository”). Seller and Buyer agree that Escrow Agent shall incur have no liability whatsoever except for its willful misconduct in the event of failure, insolvency or gross negligenceinability of the Depository to pay such funds, so long as or accrued interest upon demand or withdrawal. Buyer and Seller acknowledge that the account may not protected by the insurance afforded by the FDIC. 4815-0899-8962.7 22484/0204 If at any time Escrow Agent is acting in good faith. The Parties hereby release receives written notice from Buyer demanding return of the Deposit (“Buyer’s Notice”), then Escrow Agent shall promptly deliver a copy thereof to Seller. If on or before 5:00 p.m. on the date which is five business days following delivery of such Buyer’s Notice to Seller, Seller shall object to the return of the Deposit to Buyer by notice received by Escrow Agent (“Seller’s Objection Notice”), then Escrow Agent shall not disburse the Deposit to Buyer until the dispute is resolved. However, if Seller does not deliver a Seller’s Objection Notice to Escrow Agent on or before 5:00 p.m. on the date which is five business days following Seller’s receipt of such Buyer’s Notice from Escrow Agent, then Escrow Agent may disburse the Deposit to Buyer. If at any liability for time Escrow Agent receives written notice from Seller demanding return of the Deposit (“Seller’s Notice”), then Escrow Agent shall promptly deliver a copy thereof to Buyer. If on or before 5:00 p.m. on the date which is five business days following delivery of such Seller’s Notice to Buyer, Buyer shall object to the return of the Deposit to Seller by notice received by Escrow Agent (“Buyer’s Objection Notice”), then Escrow Agent shall not disburse the Deposit to Seller until the dispute is resolved. However, if Buyer does not deliver a Buyer’s Objection Notice to Escrow Agent on or before 5:00 p.m. on the date which is five business days following Buyer’s receipt of such Seller’s Notice from Escrow Agent, then Escrow Agent may disburse the Deposit to Seller. Subject to the foregoing, in the event of any error of judgment dispute regarding any action taken, or for any act done or omitted proposed to be done taken, by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is Deposit, Escrow Agent, in its sole discretion, may: a. Refuse to comply with 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 demands on it and may continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, it receives either: (i) written notice signed by Buyer and Seller, directing the disbursement of the Deposit; or (ii) an order of a court, having competent jurisdiction thereover, directing the disbursement of the Deposit; b. On notice to Seller and Buyer, directing take such affirmative action as it may deem appropriate to determine its duties as escrow agent including, but not limited to, the disposition placing of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in Deposit with a court of competent jurisdiction pending such determination. The Escrow Agent and the commencement of an action for interpleader; or c. If Buyer or Seller shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled have commenced litigation with respect to the ▇▇▇▇▇▇▇ MoneyDeposit, place the Deposit with the Clerk of the Court in which said litigation is pending. Upon making delivery disbursing or depositing the Deposit under the provision of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedclause (a), the (b) or (c) above, Escrow Agent shall have no further liability obligation with respect to the Deposit. Buyer, Seller and Escrow Agent acknowledge that Escrow Agent is acting hereunder as a depository only to the parties except as described herein, and Buyer and Seller, jointly and severally, do hereby agree to indemnify and hold harmless Escrow Agent of and from any and all liabilities, costs, expenses and claims, of any nature whatsoever, by reason of or obligation arising out of any act or failure to act as Escrow Agent hereunder, except in the case of Escrow Agent’s gross negligence or willful misconduct. Buyer and Seller acknowledge that Escrow Agent has been retained by Seller to act as its counsel in connection with the sale of the Property and shall be entitled to continue to represent Seller in connection with this Agreement or any other matter, notwithstanding Escrow Agent having agreed to act as escrow agent hereunder. The 4815-0899-8962.7 22484/0204 All parties agree that Escrow Agent shall execute not be liable to any party or person whomsoever for: (i) the Escrow Receipt attached hereto in order sufficiency, correctness, genuineness or validity of any instrument deposited with it or any notice or demand given to confirm that it has received or for the ▇▇▇▇▇▇▇ Money and is holding form of execution of such instrument, notice or demand, or for the identification, authority or rights of any person executing, depositing or giving the same or for the terms and conditions of any instrument, pursuant to which the parties may act; (ii) acting upon any signature, notice, demand, request, waiver, consent, receipt or other paper or document believed by Escrow Agent to be genuine and Escrow Agent may assume that any person purporting to give it any notice on deposit behalf of any party in accordance with the provisions hereofhereof has been duly authorized to do so; or (iii) otherwise acting or failing to act under this Section except in the case of Escrow Agent’s gross negligence or willful misconduct.

Escrow Agent. Seller and Buyer agree: (i) Escrow Agent’s duties pursuant , acting as the escrow agent under this Agreement, shall establish accounts and disburse the Deposit together with all interest earned thereon (collectively, the "Escrow Funds") in accordance with this Agreement. (ii) Nothing herein contained shall be deemed to this Agreement are purely ministerial in nature, impose any duty upon Escrow Agent to exercise discretion. Buyer and the Seller intend that Escrow Agent shall incur not be obligated to act except upon written instructions or directions signed by both Buyer and Seller. Escrow Agent shall be fully protected for any act or failure to act undertaken in good faith and shall suffer no liability for any act or failure to act taken on advice of its counsel. Escrow Agent may act and shall not incur any liability whatsoever except for its willful misconduct acting upon any notice, direction or gross negligence, so long as other document purporting and believed by Escrow Agent to be genuine and signed and presented by the proper person or persons. (iii) Escrow Agent shall be bound only by modifications of this Agreement that are in writing and signed by Escrow Agent. Escrow Agent shall not be bound by any agreement between Buyer and Seller whether it has knowledge of the existence of such agreement or not. (iv) In the event of dispute concerning the Escrow Funds, Escrow Agent is acting in good faith. The Parties hereby shall not release the Escrow Agent Funds except by instructions mutually given by both parties in writing or a court order from any liability for any error of judgment or for any act done or omitted to be done by the Plymouth County (Massachusetts) Superior Court (the "Court"), and, thereupon, Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, cease to have any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the Escrow Funds. (v) Escrow Agent shall not be required to determine the amount or validity of any claim made by Buyer or Seller against the other, Escrow Agent's sole responsibility being to deliver the Escrow Funds to Seller or Buyer or to release the Escrow Funds pursuant to an order from the Court. (vi) Buyer and Seller agree to jointly and severally indemnify and hold Escrow Agent harmless from and against all liability, loss, cost, damage or expense, including attorneys' fees and disbursements, in connection with any action, suit or other proceeding involving any claim which in any way relates to or arises out of this Agreement or the services of Escrow Agent hereunder, except such as result from the bad faith, willful default or gross negligence of Escrow Agent. (vii) The parties hereby acknowledge and agree that Rackemann, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or , P.C. ("RS&B") has acted and is acting as counsel to whom Seller, and has acted and shall continue to act as counsel to Seller in connection with this Agreement and the ▇▇▇▇▇▇▇ Money transaction related hereto and contemplated hereby. It is to be delivered, the Escrow Agent may refuse to make any delivery and further agreed that RS&B may continue to hold represent Seller in connection with such transaction and in any dispute or litigation which may arise between the ▇▇▇▇▇▇▇ Money until receipt by the parties related thereto, notwithstanding that RS&B is also acting as Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereof.

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

Escrow Agent. Escrow Agent’s duties (a) If Seller or Purchaser claims that it is entitled to receive all or any portion of the Deposit pursuant to the terms of this Agreement are purely ministerial Agreement, that party shall notify Escrow Agent in naturewriting and shall simultaneously deliver written notice of its claim to the other party. Except as set forth below, and if Escrow Agent does not receive a written objection from or on behalf of the other party within ten (10) days after receipt of the claiming party’s notice, Escrow Agent shall incur no liability whatsoever except for its willful misconduct deliver to the claiming party all or gross negligence, so long as that portion of the Deposit claimed by the claiming party. If Escrow Agent is acting in good faith. The Parties hereby release the receives conflicting instructions or claims from Seller and Purchaser, Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money Deposit until receipt by the Escrow Agent of an authorization in writing, signed jointly directed by Seller and BuyerPurchaser or until otherwise directed by a court of competent jurisdiction. Notwithstanding the foregoing, directing Escrow Agent shall rely upon and follow the disposition sole instruction of the ▇▇▇▇▇▇▇ Money, or, Purchaser in the absence event Purchaser requests the Deposit upon a termination pursuant to Sections 2.1, 2.2 or 7.2 of such written authorization, the this Agreement. Escrow Agent may hold at any time discharge its duties hereunder by depositing the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in Deposit with a court of competent jurisdiction pending such determination. and notifying Seller and Purchaser. (b) The parties acknowledge that Escrow Agent is holding the Deposit solely as a stakeholder at their request and for their convenience, that Escrow Agent shall not be reimbursed deemed to be the agent of either party in carrying out its role as escrow agent hereunder, and that Escrow Agent shall not be liable to either party for any act or omission on its part unless taken in willful disregard of this Agreement or involving its gross negligence or willful misconduct. Seller and Purchaser jointly and severally indemnify and hold Escrow Agent harmless from and against any and all costs claims, liabilities and out-of-pocket expenses of such action or proceeding, (including reasonable out-of-pocket attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the disbursements and court costs) which Escrow Agent shall have no further liability may incur in connection with the performance of its duties hereunder, except with respect to actions or obligation hereunder. The omissions taken by Escrow Agent shall execute the in willful disregard of this Agreement or involving Escrow Receipt attached hereto in order Agent’s gross negligence or willful misconduct. (c) Escrow Agent has acknowledged its agreement to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit act as escrow agent in accordance with this Agreement by signing in the provisions hereofplace indicated on the signature page of this Agreement. (d) Since the Deposit will be held in an interest bearing escrow account, Seller and Purchaser each agree to deliver to Escrow Agent a IRS Form W-9 upon the execution and delivery of this Agreement. All interest earned on the Deposit shall be deemed to have been earned by the party to whom such interest is received pursuant to this Agreement.

Escrow Agent. A. The parties agree the Escrow Agent shall be Quar▇▇▇ & ▇rad▇, ▇▇01 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. (▇he "Escrow Agent’s "). B. The Escrow Agent shall hold in escrow the deposit. If requested by Buyer, all cash received by the Escrow Agent shall be placed in an interest bearing account, and such account must allow withdrawal of all funds upon one (1) day notice or less. The interest earned on such funds shall be paid at such time that the Escrow Agent disburses the principal amount of the deposit, and the interest shall be paid to the Buyer, except in the case of Buyer's default. The Buyer shall be responsible for the expenses of such account. C. It is agreed the duties pursuant to this Agreement of the Escrow Agent are purely ministerial in nature, and that the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, negligence so long as the Escrow Agent is acting has acted in good faith. The Parties hereby parties 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 the Escrow Agent againstAgent's duties hereunder, except for wilful misconduct or gross negligence. D. If the parties be in disagreement about the interpretation of this Contract, or about the rights and shall holdobligations, save, and defend or the Escrow Agent harmless from, propriety of any costs, liabilities, and expenses incurred action contemplated by the Escrow Agent in serving as hereunder, the Escrow Agent hereunder and may, at its sole discretion, file an action in faithfully discharging its duties and obligations hereunderinterpleader to resolve the said disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys' fees, in connection with the aforesaid interpleader action, and shall be fully protected in suspending all or a part of its activities under this Contract until a final judgment in the interpleader action is acting received. E. The Escrow Agent may consult with the counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by it hereunder, except for wilful misconduct or gross negligence, so long as a stakeholder only the Escrow Agent has acted in good faith and in accordance with respect the opinion of such counsel. The Escrow Agent shall otherwise not be liable for any mistakes of fact or error of judgment, or for any acts of omissions of any kind unless caused by its willful misconduct or gross negligence. F. The Escrow Agent may resign upon ten (10) days' written notice to the parties in this Contract. Rona▇▇ ▇. ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether ▇▇▇ll then become successor Escrow Agent. G. The Seller acknowledges that the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom attorney of 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 but that acting as escrow agent hereunder shall in no way be deemed or construed a conflict 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 hereofinterest.

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 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. By their execution and delivery of this Agreement, Buyer and Seller acknowledge and confirm that under certain circumstances deposits (including the funds subject to this Agreement) may not be insured or fully insured by the Federal Deposit Insurance Corporation (“FDIC”). Each party has made its own analysis of FDIC insurance regulations affecting, or potentially affecting, the funds subject to this Agreement and is not relying upon any advice from Escrow Agent’s duties Agent as to FDIC matters. Buyer and Seller understand and agree that Escrow Agent is holding the escrow funds as agent and that the funds are not trust funds. 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 Agreement. Escrow Agent is acting 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. Escrow Agent undertakes and agrees to perform only such duties as expressly set forth herein. The Parties duty of Escrow Agent hereunder shall be limited to the safe keeping of the escrow funds and the disposition of same in accordance with the provisions hereof. Escrow Agent shall have the right, but not the obligation, to require a written statement signed by Buyer and Seller confirming satisfaction of all conditions precedent to disbursement of funds hereunder and authorizing disbursement of said funds, together with accrued interest, if any. All notices to or from Escrow Agent shall be in writing. Buyer and Seller hereby release the Escrow Agent from any liability for any error losses incurred with respect to funds deposited hereunder by reason of judgment the absence of or for any act done or omitted insufficiency of FDIC insurance with respect to be done by the such funds. Buyer and Seller 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 all loss, any costs, liabilities, cost 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 proceedingexpense, including reasonable attorneys’ fees and disbursementscourt costs, by the Party determined not to be entitled which it may suffer or incur as a result of acting as Escrow Agent under this Agreement, including, without limitation, claims arising with respect to the ▇▇▇▇▇▇▇ Moneyabsence or insufficiency of FDIC insurance for funds subject to this Agreement. Upon making delivery In the event of any dispute as to the ▇▇▇▇▇▇▇ Money in disbursement of escrow funds or any of the manners herein providedclaim thereto by any party or person, the Escrow Agent shall have no further liability or obligation hereunderthe right to bring a suit in interpleader in the Circuit Court for Dallas County, Texas naming the parties to this Agreement and any other parties as may be appropriate in the opinion of Escrow Agent. The Buyer and Seller shall indemnify and hold harmless Escrow Agent from all costs, including attorneys’ fees, in connection with such interpleader action. Upon the filing of said suit and deposit of the balance of escrow funds in the registry of the Court, Escrow Agent shall execute have the right to withdraw from said suit, and all obligations of Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money Agent shall cease and is holding the same on deposit in accordance with the provisions hereofterminate.

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; I for the default, error, action or omission of either party to the escrow. Escrow Agent, in its capacity as escrow agent, shall be entitled to rely on any document or paper received by it, believed by such Escrow Agent, in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted , to be done by bona fide and genuine. In the Escrow Agent in the good faith performance event of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Moneyany monies held in escrow, oror of any documents held in escrow, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If may, if such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such disputeso elects, interplead the Escrow Agent may bring matter by filing an appropriate interpleader action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending in the county or circuit where the Real Property is located (to the jurisdiction of which both parties do hereby consent), and pay into the registry of the court such determination. The monies held by Escrow Agent, or deposit any such documents with respect to which there is a dispute in the registry of such court, whereupon such Escrow Agent shall be reimbursed for all costs relieved and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Moneyreleased from any further liability as Escrow Agent hereunder. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability not be liable for Escrow Agent’s compliance with any legal process, subpoena, writ, order, judgment and decree of any court, whether issued with or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money without jurisdiction, and is holding the same on deposit in accordance with the provisions hereofwhether or not subsequently vacated, modified, set aside or reversed.

Escrow Agent. The acceptance by Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions which shall govern and control the rights, duties, liabilities and immunities of Escrow Agent’s . (a) Escrow Agent may resign at any time as escrow agent upon 60 days' prior notice to Vendor and Purchaser, or such shorter notice as Vendor and Purchaser may accept as sufficient. Vendor and Purchaser shall have the power at any time on 60 days' notice to remove Escrow Agent and appoint a replacement escrow agent. In the event of Escrow Agent resigning or being removed as aforesaid, Vendor and Purchaser shall jointly appoint a new escrow agent, upon which Escrow Agent shall transfer the Deposit, together with interest earned on the Deposit, to the replacement escrow agent, provided that Escrow Agent shall have received payment in full of all fees and expenses owing to it hereunder. Any replacement escrow agent shall be subject to removal in the same manner as aforesaid. On any such appointment, the replacement escrow agent shall be vested with the same powers, rights and obligations as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed; but there shall be immediately executed, at the expense of Vendor and Purchaser, all such conveyances or other instruments as may, in the reasonable opinion of Escrow Agent, be necessary or advisable for the purpose of effectively transferring the Deposit to the replacement escrow agent and otherwise assuring the replacement escrow agent a full estate in the premises. Should Vendor and Purchaser fail to appoint a replacement escrow agent as outlined above, then Escrow Agent shall cease its function at the expiration of the period of notice and may retain the Deposit on a merely safekeeping basis at such reasonable fee as may be determined solely by Escrow Agent, or may pay into or otherwise deposit with a court of competent jurisdiction in Calgary, Alberta, the Deposit, pending the appointment of such a replacement escrow agent. (b) Escrow Agent is not bound by any agreement, arrangement or understanding relating to or arising out of the matters provided for in this Escrow Agreement, other than as expressly set forth herein. The Escrow Agent shall have no duties or responsibilities except as expressly provided in this Escrow Agreement and shall have no liability or responsibility arising under any other agreements including agreements referred to in this Escrow Agreement to which the Escrow Agent is not a party. (c) Escrow Agent shall be entitled to act and rely upon any notice, declaration, certificate, waiver, consent, receipt or other paper or document purporting to be delivered pursuant to this Escrow Agreement and shall not enquire as to the veracity, accuracy or adequacy thereof or be bound by any notice or direction to the contrary by any Person other and a Person entitled to give such notice and, in absence of bad faith or fraud on the part of Escrow Agent, Vendor and Purchaser shall not hold Escrow Agent liable for any loss or injury to them with respect to such act or reliance. (d) It is understood and agreed that the duties of Escrow Agent hereunder are purely ministerial administrative in naturenature and that Escrow Agent shall not be liable for any error of judgment, and the or for any act done or step taken or omitted to be taken by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing it connection herewith, except for its own bad faith or fraud, or its failure to deliver Deposit pursuant to a valid Escrow Release Notice submitted hereunder as provided in Section 4. (e) Escrow Agent shall incur no liability hereunder or in connection herewith for anything whatsoever except for other than as a result of its willful misconduct own bad faith or gross negligencefraud or its failure to deliver the Deposit pursuant to a valid Escrow Release Notice submitted hereunder as provided in Section 4. Purchaser and Vendor jointly and severally shall indemnify, so long as the Escrow Agent is acting in good faith. The Parties hereby release the hold harmless and defend Escrow Agent from and against any liability for and actions, causes of action, claims, demands, damages, losses, costs, liabilities and expense, of any error of judgment nature or for any act done or omitted to be done kind (including, without limitation, costs incurred by the Escrow Agent in the good faith performance retaining its own counsel), which may be made or brought against Escrow Agent or which it may suffer or incur as a result of or in respect of or arising out of its duties appointment as escrow agent hereunder, except such as shall result solely and directly from Escrow Agent's own bad faith or fraud or its failure to deliver the Deposit pursuant to a valid Escrow Release Notice submitted hereunder and do each hereby indemnify as provided in Section 4. (f) In the event of any disagreement between the parties hereto which in the reasonable opinion of Escrow Agent againstmay result in adverse claims or demands with respect to the Deposit or if any of the parties hereto, including, without limitation, Escrow Agent, are in disagreement about the interpretation of this Escrow Agreement or about the rights and shall hold, save, and defend the obligations of Escrow Agent harmless from, any costs, liabilities, and expenses incurred or the propriety of an action contemplated by the Escrow Agent in serving as under this Escrow Agreement, Escrow Agent hereunder may, at its option, if it then holds the Deposit, pay into court or otherwise deposit the Deposit with a court of competent jurisdiction in Calgary, Alberta. Upon Escrow Agent making such deposit, Escrow Agent shall be discharged and in faithfully discharging released of its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇▇▇▇▇▇ Money. If there is shall be indemnified by Vendor and Purchaser jointly and severally in any dispute as to whether the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money such action, interpleader or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate other action or proceeding for leave to all costs, expenses and fees in its capacity as escrow agent in connection with any deposit the ▇▇▇▇▇▇▇ Money or any action brought in a court of competent jurisdiction pending such determination. The connection with this Escrow Agreement. (g) Escrow Agent shall not be reimbursed liable for or by reason of any statements of fact or recitals in this Escrow Agreement and all costs such statements and expenses of such action or proceeding, including reasonable attorneys’ fees recitals are and disbursements, shall be deemed to be made by the Party determined not other parties to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein provided, the Escrow Agent shall have no further liability or obligation hereunder. The Escrow Agent shall execute the Escrow Receipt attached hereto in order to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofthis agreement.

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

Escrow Agent. Escrow Agent’s Agent shall hold the Deposit in escrow and disburse it in accordance with the terms and conditions of this Agreement. In the event it is in doubt as to its duties or liabilities under this Agreement, the Escrow Agent may, in its sole discretion, continue to hold the Deposit until the parties mutually agree as to the disbursement thereof, or until the rights of the parties are determined in accordance with the Contract, or it may deliver the Deposit then held pursuant to this Agreement are purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for its willful misconduct or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release the Escrow Agent from any liability for any error of judgment or for any act done or omitted to be done by the Escrow Agent in the good faith performance of its duties hereunder and do each hereby indemnify the Escrow Agent against, and shall hold, save, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the ▇▇Clerk of the Circuit Court of ▇▇▇▇▇ MoneyCounty, Florida, and upon notifying all parties concerned of such delivery, all liability on the part of the Escrow Agent shall fully cease and terminate, except to the extent of accounting for any monies theretofore delivered out of escrow. If there is In the event of any dispute as to whether between Purchaser and Seller wherein the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money made a party or as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the if Escrow Agent may refuse to make any delivery and may continue to hold interpleads the ▇▇▇▇▇▇▇ Money until receipt by the Escrow Agent subject matter of an authorization in writing, signed by Seller and Buyer, directing the disposition of the ▇▇▇▇▇▇▇ Money, or, in the absence of such written authorization, the Escrow Agent may hold the ▇▇▇▇▇▇▇ Money until a final determination of the rights of the Parties in an appropriate judicial proceeding. If such written authorization is not given, or a proceeding for such determination is not begun, within thirty (30) days after notice to the Escrow Agent of such dispute, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the ▇▇▇▇▇▇▇ Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including reasonable attorneys’ fees and disbursements, by the Party determined not to be entitled to the ▇▇▇▇▇▇▇ Money. Upon making delivery of the ▇▇▇▇▇▇▇ Money in any of the manners herein providedthis escrow, the Escrow Agent shall have no further liability or obligation hereunderbe entitled to recover its attorneys' fees and costs incurred, said fees and costs to be charged and assessed against the non-prevailing party in any such dispute, but, if not paid by the non-prevailing party then the prevailing party shall pay such fees and costs with the right to recover from the non-prevailing party for such payment. The All parties agree that the Escrow Agent shall execute not be liable to any party or person whomsoever for misdelivery to Purchaser or Seller of the Deposit, unless such misdelivery shall be due to willful breach of this Agreement or gross negligence on the part of the Escrow Receipt attached hereto Agent. Both Purchaser and Seller, jointly and severally, agree to indemnify and hold Escrow Agent harmless from all expenses, costs and damages incurred by Escrow Agent in order connection with or as a result of its acting as Escrow Agent herein but excepting only such costs, expenses and damages as result from the willful breach or gross negligence of Escrow Agent. Both parties recognize and acknowledge that Escrow Agent has agreed to confirm that it has received the ▇▇▇▇▇▇▇ Money and is holding the same on deposit in accordance with the provisions hereofserve as Escrow Agent only as a convenience to both parties.

Escrow Agent. Escrow Agent 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 Leasehold Estate 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. Seller and Purchaser hereby authorize Cors & ▇▇▇▇▇▇▇, LLC, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇ Way, Suite 400, Cincinnati, OH 45202 to act as the escrow agent for the Closing of this transaction (“Escrow Agent”). Escrow Agent shall hold all Closing funds (the “Funds”) due under this Agreement in a non-interest bearing account in a financial institution of its choosing. In the event of doubt as to Escrow Agent’s duties pursuant to or liabilities under the provisions of this Agreement are purely ministerial in natureArticle of the Agreement, and the Escrow Agent may, in Escrow Agent’s sole discretion, continue to hold the Funds until the parties mutually agree in writing to the disbursement thereof, or until a judgment of court of competent jurisdiction shall incur no liability whatsoever except for its willful misconduct determine the rights of the parties thereto, or gross negligence, so long as the Escrow Agent is acting in good faith. The Parties hereby release may institute an action for interpleader of the Escrow Agent from Funds, or 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 againstportion thereof, and shall holddeliver the Funds, saveor any portion thereof, and defend the Escrow Agent harmless from, any costs, liabilities, and expenses incurred by the Escrow Agent in serving as Escrow Agent hereunder and in faithfully discharging its duties and obligations hereunder. The Escrow Agent is acting as a stakeholder only with respect to the Clerk of the Court for ▇▇▇▇▇▇▇▇ MoneyCounty, Ohio, in connection with such action, and upon notifying all parties concerned of such action, all liability on the part of the Escrow Agent shall terminate, except to the extent of accounting for the Funds, if any, paid out of escrow. If there is In the event of any dispute as suit to whether which the Escrow Agent is obligated to deliver the ▇▇▇▇▇▇▇ Money or made a party by virtue of acting as to whom the ▇▇▇▇▇▇▇ Money is to be delivered, the Escrow Agent may refuse under this Article, including but not limited to make any delivery and may continue to hold the ▇▇▇▇▇▇▇ Money until receipt an action for interpleader initiated by the Escrow Agent of an authorization in writingAgent, 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 entitled to recover its reasonable attorneys’ fees and costs incurred at the trial and all costs appellate levels of litigation from the non-prevailing party, or in the case of an interpleader action, from the Funds deposited with the court and expenses of such action the non-prevailing party. Purchaser, Seller, and MCH hereby jointly indemnify and hold the Escrow Agent harmless from and against any loss, liability, claim or proceeding, damage whatsoever (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, court costs at trial and all appellate levels) the Escrow Agent shall have no further liability may incur or obligation hereunderbe exposed to in its capacity as Escrow Agent under this Article except for gross negligence or willful misconduct. The Escrow Agent shall execute not be liable to either party for misdelivery of any Funds held in escrow unless such misdelivery shall be due to gross negligence or wanton and willful misconduct on Escrow Agent’s part. The parties acknowledge that the Escrow Receipt attached hereto in order Agent is Purchaser’s attorney. In the event that any dispute arises between Purchaser and either Seller, MCH or both, Escrow Agent may continue to confirm that it has received represent Purchaser as Purchaser’s legal counsel regardless of whether or not the ▇▇▇▇▇▇▇ Money and is holding Escrow Agent continues to hold the same on deposit in accordance with the provisions hereofFunds, or any portion thereof.

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) At the Closing, Escrow Agent shall deliver the Letter of Credit to Purchaser. (c) Any notice(s) to and from Escrow Agent shall be given in accordance with Paragraph 16 hereof. (d) If Escrow Agent receives a notice signed by Seller 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 liability whatsoever except 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. (e) If Escrow Agent receives a notice signed by Purchaser 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 (f) 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. (g) 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 willful misconduct refusal to comply with any requests or gross negligencedemands until and unless it has received a direction of the nature described in (i) or (ii) above. (h) Notwithstanding the foregoing provisions of Subparagraph (g) above, so long as the if Escrow Agent is acting in good faith. The Parties hereby release 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 (i) 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. (j) 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. (k) 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 notice or advice on behalf of any party in accordance with 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 provisions hereof has (30l) 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). (m) 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. (n) 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. (o) 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. (p) The applicable provisions of this Paragraph shall survive the same on deposit in accordance with the provisions hereofClosing or termination of this Agreement. 55.