Common use of Escrow Deposit Clause in Contracts

Escrow Deposit. Within three (3) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Escrow Deposit. Within three At the Closing, ILOG, Inc. shall deposit ten percent (310%) business days after of the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Estimated Cash Consideration (the “Initial Escrow Deposit”) to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent cash by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall the Escrow Agent to be held by the Escrow Agent in escrow (the “Escrow”). The Initial Escrow Deposit shall reduce the amount of the Estimated Per Share Merger Consideration payable in the form of Cash Consideration for each share of Company Capital Stock held by the Voting Stockholders as a deposit against of the Purchase Price or Installment Purchase Price Effective Time by an amount (the “Initial Per Share Escrow Amount” and, together with the Per Share Adjustment Amount the “Per Share Escrow Amount”) equal to the product of (a) ten Percent (10%) and (b) the quotient obtained by dividing (x) the difference between the Final Aggregate Merger Consideration and the Estimated Aggregate Merger Consideration by (y) the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time held by the Voting Stockholders. The Initial Escrow Deposit, together with any amounts deposited with the Escrow Agent to be held by the Escrow Agent in Escrow pursuant to Section 2.2(i)(ii) hereof (the “Adjustment Escrow Deposit” and, together with the Initial Escrow Deposit, the “Escrow Deposit”) shall be available to support the adjustments to the Aggregate Merger Consideration and the Per Share Merger Consideration and the indemnification obligations in accordance with the terms Sections 9 and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement10 hereof.

Escrow Deposit. Within three (3i) business days At the Effective Time of the Merger, Parent will cause to be delivered to Comercia Bank as escrow agent (the "Escrow Agent") the Escrow Deposit to be held pursuant to the Escrow Agreement attached thereto as Exhibit ------- C (The "Escrow Agreement"). - (ii) The settlement date as set forth herein and in the Escrow Agreement (the "Settlement Date") shall be such date which is five months from the Effective Time of the Merger and the date of the resolution of any Disagreements pursuant to Section 2.04(vi) herein any and Contests further to Section 8.03 herein. (iii) As soon as practicable after the full execution Effective Time of the Merger, Parent shall undertake an audit (the "Post-Closing Audit") of the books and delivery records of the Company for the years ended December 31, 2001 and 2002 and as of the date of signing of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Agreement and to prepare an audited balance sheet of the Company as of the date of signing of this Agreement (the “Deposit”"Audited Balance Sheet"). The auditor (the "Auditor") conducting the Post-Closing Audit shall consist of a firm of independent public accountants selected by Parent. The Audited Balance Sheet of the Company shall (A) present fairly, in accordance with generally accepted accounting principles consistently applied, the financial position of the Company as of the date of signing of this Agreement and (B) make full and adequate provision of all liabilities and obligations (fixed or contingent) of the Company as of the date of signing of this Agreement (the "Total Liabilities"). Upon completion of the Audited Balance Sheet, copies shall forthwith be delivered to First American Title Insurance CompanyGyung Min Kim (the "Company Representative"), at its offices at ▇▇▇▇ ▇Parent and the Escrow Agent. ▇▇▇A▇▇ ▇▇▇▇▇▇utes concerning the Audited Balance Sheet pursuant to this Section 2.04(b)(iii) shall be resolved pursuant to the provisions of Section 2.04(b)(v). (iv) In the event that the Company Representative should disagree (a "Disagreement") with any accounting principle accepted by the Auditor, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, the Company Representative shall within ten (10) days of the delivery of the Audited Balance Sheet notify Parent and the Escrow Agent of such dispute in its capacity as escrow holder hereunder, is called “writing setting forth the nature and facts of such Disagreement in reasonable detail. In the event that Parent and the Company Representative cannot resolve the Disagreement within ten (10) days following the delivery of the Company Representative's notice to Parent and the Escrow Agent”, the Parent and the Company Representative shall within five days thereafter mutually select another auditor (the "Second Auditor") which shall within sixty (60) days determine the Total Liabilities. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions determination of the Property Total Liabilities by the Second Auditor shall be final. The fees payable to Buyer in more the Auditor shall be paid by the Parent; the fee payable to the Second Auditor, if any, shall be paid equally by Parent and the Company Representative. (v) In the event it is finally determined under this Section 2.04(b) that the Company's Total Liabilities as of the date of signing of this Agreement are greater than one conveyance, then One Million Five Six Hundred Thousand Dollars ($1,500,000) 600,000), Parent will deliver a notice to the Escrow Agent that there is a determination of liability pursuant to this Section 2.04 and the Escrow Agent shall be instructed that the number of shares in the Escrow Deposit shall be applied towards reduced by the Installment Purchase Price amount equal to the deficiency (at an assumed per share price of $2.00) and shares representing the first closing amount of any such portion and deficiency shall forthwith be returned to Parent from the remainder of Escrow Deposit for cancellation. (vi) After the Settlement Date, all remaining shares, if any, in the Escrow Deposit shall be applied transferred by the Escrow Agent to the Installment Purchase Price Exchange Agent for disbursement further to Section 2.04(a) herein, said transfer shall take place within ten (10) business days after the Settlement Date. Exchange Agent shall deliver stock certificates of Parent Common Stock to Company shareholders of record as of the final closing, upon which Buyer shall have acquired all date immediately prior to the Closing within twenty (20) business days of receiving the Property (the “Final Closing”)Escrow Deposit from Escrow Agent. The number of shares of Parent Common Stock from the Escrow Deposit shall evidenced in the delivered stock certificates to each Company shareholder will be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with said shareholder's pro rata holding of Company Common Stock as of the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), date immediately prior to the expiration Closing and the terms of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementSection 2.02 hereof.

Escrow Deposit. Within three (3a) business days after the full execution As security for any amounts which may become payable by Seller pursuant to Section 1.5 herein, and delivery of this Agreement(b) as security for Buyer's failure to Close and for Seller to perform its obligations hereunder, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. deposit with ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ & Associates, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., which company▇▇▇▇▇▇ ▇▇▇▇▇▇▇, in its capacity as escrow holder hereunder, is called “▇▇ ▇▇▇▇▇ (the "Escrow Agent”. The Deposit"), together with all interest earned thereon, is referred a sum equal to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars five percent ($1,500,0005%) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”"Escrow Deposit"). The Escrow Deposit shall be delivered to Escrow Agent held and disbursed by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by the Escrow Agent as a deposit against follows: (i) in the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), event prior to the expiration of the “Due Diligence Period” Release Date (as defined below) any amounts become payable by Seller pursuant to clause (a) above, the Escrow Agent shall disburse such amounts to the extent required to fulfill Seller's obligations thereunder; (ii) six (6) months following the Closing (the "Release Date"), then the Escrow Deposit shall be non-refundable delivered to Buyer, except as expressly provided Seller in this Agreement. Upon delivery partial satisfaction of the Go Hard NoticePurchase Price; PROVIDED, a memorandum of this AgreementHOWEVER, that (iii) in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit event this Agreement is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable terminated pursuant to Seller and BuyerSections 2.3(a)(ii), (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) (other than with respect to Section 7.9 hereof which shall not apply in this case) of this Agreement and in each such other manner as may be reasonably agreed to by Seller and Buyer. The case Buyer is not in default hereunder, the Escrow Deposit shall be disposed of by returned to Buyer; (iv) in the event this Agreement is terminated pursuant to Sections 2.3(a)(ii), (iii) or (v) and in each such case Seller is not in default hereunder, the Escrow Agent only as provided Deposit shall be delivered to Seller; and (v) in this Agreement.the event the Closing does not occur before June 30, 1996 and neither Buyer nor Seller is at fault, the Escrow Deposit shall be returned to Buyer. If the Closing occurs, all accrued interest on the Escrow Deposit up to and including the Closing Date shall be payable to Buyer and all accrued interest on the Escrow Deposit up to and including the Release Date shall be payable to Seller. ARTICLE II

Escrow Deposit. Within three (3) business days after 8.01. As security for the full execution obligations of Purchaser and delivery subject to the terms hereof, Purchaser shall cause a letter of this Agreement, Buyer shall deliver Six Million Five credit in the amount of One Hundred Thousand Dollars ($6,500,000) (the “Deposit”100,000.00) to First American Title Insurance Companybe issued in favor of Escrow Agent with an expiration date of thirty (30) days past the last possible Closing Date, at its offices at ▇▇▇▇ ▇. ▇▇which letter of credit shall constitute the "Earn▇▇▇ ▇▇▇▇▇▇, ey" hereunder. Said letter of credit will be issued by a national banking association and payable upon presentation in the city where Escrow Agent is located and contain no conditions for payment other than presentation. Upon the execution hereof Purchaser shall deposit the Earn▇▇▇ ▇▇▇▇ey with Escrow Agent. At Closing, ▇▇▇▇▇▇▇▇▇▇or in the event Purchaser has the right to and elects to terminate this Contract or allows same to terminate as provided herein, Attention: ▇Escrow Agent shall return the Earn▇▇▇ ▇▇▇ey upon receipt of notice of such termination. If this Contract has not been terminated as aforesaid and if Purchaser then fails to consummate the purchase of the Properties, the conditions of Purchaser's obligations set forth in this Contract having been satisfied and Purchaser being in default, Escrow Agent shall draw upon the Earn▇▇, which company, in its capacity ▇ ▇▇▇ey and convert same to cash and immediately disburse same to Seller and if there is a dispute as escrow holder hereunder, is called “to entitlement Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then Agent shall deposit said One Million Five Hundred Thousand Dollars ($1,500,000$ 100,000.00) into an FDIC insured interest bearing money market account and shall hold said sum, in trust, pending resolution of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion dispute and the remainder of the Escrow Deposit shall be applied subject to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions conditions set forth on the attached EXHIBIT "F". Notwithstanding anything in this Contract to the contrary, if Escrow Agent receives notice of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below)termination from Purchaser or Purchaser's attorneys, Gott▇▇▇▇ & ▇mit▇, ▇.A., prior to the expiration end of the “Due Diligence Inspection Period” (as defined below), then the Escrow Deposit Agent shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded and is hereby directed by Seller and Buyer in to return the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable Earn▇▇▇ ▇▇▇ey to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementPurchaser.

Escrow Deposit. Within three (3) business days after Concurrently with the full execution and -------------- delivery of this AgreementAgreement by both Seller and Buyer, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) Initial Deposit to First American Title Insurance Company, at its offices at ▇▇▇30 N. LaSalle Street, Suite 310, Chicago, IL 60602 (which company, i▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “"Escrow Agent”Holder"). If this Agreement is not terminated under Section 4.2.2, then Buyer shall deliver the Additional Deposit to Escrow Holder on July 28, 2006. If such Additional Deposit is not timely delivered, then Seller may terminate this Agreement, in which event the Initial Deposit and all interest thereon shall be immediately delivered to Seller as liquidated damages in accordance with Section 9.2. The DepositInitial Deposit and, if delivered, the Additional Deposit together with all interest earned thereon, is referred to are collectively herein as called the “"Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”)". The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s 's check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “"Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, " or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. All accrued interest on the Escrow Deposit shall become part of the Escrow Deposit.

Escrow Deposit. Within three (3) business days after Immediately following the full execution and delivery of this Agreement, Buyer Acquiror shall deliver Six Million Five Hundred Thousand Dollars the Escrowed Shares to the Escrow Agent. The Escrowed Shares will be registered book-entry shares through the Depository Trust Company ($6,500,000DTC) and shall be uncertificated, registered in the nominee name of the Escrow Agent as escrow agent hereunder until such Escrowed Shares are released from the escrow fund (the “DepositEscrow Fund”) (which, for the avoidance of doubt, shall include the Escrowed Shares and the Escrowed Cash, if any) and transferred or delivered to First American Title Insurance CompanyStockholders or Acquiror, as the case may be in accordance with the terms and conditions of this Agreement. From and after November 12, 2012 (the “Stockholders Release Date”) the Stockholders from time to time may deliver cash to the Escrow Agent to be added to the Escrow Fund in connection with a sale of Escrowed Shares contemplated by Section 3(g), in which case such cash shall be treated as Escrowed Cash, invested and reinvested in accordance with Section 3 and held by the Escrow Agent in accordance with the terms and conditions of this Agreement. In connection with the Stockholders’ initial delivery of cash to the Escrow Agent, the Stockholders shall provide the Escrow Agent with one Business Day’s (as defined below) advance written notice; no notice is required for subsequent cash deliveries. During the period that any of the Escrowed Shares are held by the Escrow Agent pursuant to this Agreement, the Escrow Agent shall send out any proxy notices that it receives to the General Counsel of Lazard Real Estate Partners LLC at its offices at ▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions ▇ and shall vote each Escrowed Share at each meeting of the Property stockholders of Acquiror, or with respect to Buyer in more than one conveyanceeach written consent solicited, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price solely in accordance with the terms and provisions written instructions of this AgreementStockholders. If Buyer delivers During the “Go Hard Notice” (as defined below), prior to the expiration period that any of the “Due Diligence Period” (as defined below), then Escrowed Shares are held by the Escrow Deposit shall be non-refundable Agent pursuant to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, the Escrow Agent shall pay all dividends and distributions made by Acquiror and delivered to the Escrow Agent promptly and directly to the Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Similarly, during the period, if any, that the Escrow Agent is holding any Escrow Cash, the Escrow Agent will pay all interest earned on such cash promptly and directly to Stockholders pursuant to written instructions from the Stockholders that shall include any applicable pro rata payment percentages for each Stockholder. Any Escrowed Shares or other equity securities (including securities convertible into shares of Acquiror Stock or other equity securities), if any, issued or distributed by Acquiror or any other entity in respect of the form attached hereto as Exhibit Escrowed Shares following the date hereof, whether pursuant to a spin-off, split-up, stock split, reverse split, stock dividend, reorganization, recapitalization, reclassification, increase or decrease of capital, conversion, consolidation, merger, exchange or other business combination or similar transaction (any such additional securities, “CNew Shares”), shall be recorded added to and become part of the Escrowed Shares, to be held by Seller the Escrow Agent as provided herein. To the extent that the New Shares consist of any securities other than shares of Acquiror Stock, Acquiror and Buyer the Stockholders shall cooperate and work together in good faith to determine what change, if any, may be required to amend the terms of this Agreement to give effect to the inclusion of such New Shares in the official records of the County. At all times that the Deposit is being held escrow created by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Escrow Deposit. Within three (3) business days after the full execution and delivery of this AgreementConcurrently herewith, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) 100,000 (the “"Initial Escrow Deposit”") to First American Chicago Title Insurance Company, at its offices at ▇1▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇Suite 1200, Denver, Colorado 80202 , Attention: Mej E▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, (which company, in its capacity as escrow holder hereunder, is called “"Escrow Agent”Holder"). The DepositIn addition, together with all interest earned thereonif Buyer shall deliver the "Approval Notice" prior to the expiration of the "Due Diligence Period", is referred to herein as provided (and defined) in paragraph 4B hereof, Buyer shall concurrently therewith deliver an additional deposit of $150,000 (the “"Additional Escrow Deposit”") to Escrow Holder. If, pursuant Each deposit to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit be made hereunder shall be applied towards made by Buyer delivering the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered applicable amount to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount evidencing good funds and the amounts so deposited shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers As used herein, the “Go Hard Notice” (as defined below), prior to term "Escrow Deposit" shall mean the expiration of the “Due Diligence Period” (as defined below), then the Initial Escrow Deposit and, from and after the deposit thereof, the Additional Escrow Deposit, together with all interest earned on such deposits while the same are held by Escrow Holder hereunder. The amounts deposited hereunder shall be non-refundable to Buyer, except held by Escrow Holder as expressly provided a deposit against the Purchase Price in this Agreement. Upon delivery of accordance with the Go Hard Notice, a memorandum terms and provisions of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“"Approved Investments”"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”Seller, or (iviii) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement.

Escrow Deposit. Within three (3) business days after On the full execution and delivery of this Agreementdate hereof, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ Purchaser has deposited with Shack & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇P.C. (the "Escrow Agent"), ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the "Deposit"), which companyamount shall be held and disbursed by the Escrow Agent pursuant to the terms of the Escrow Agreement (the "Escrow Agreement") in the form of Exhibit A annexed hereto. On or before December 24, in its capacity as escrow holder hereunder1999, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred if Purchaser has not theretofore elected to herein as the “Escrow Deposit”. If, terminate this Agreement pursuant to Section 5 below13.2 hereof, Seller elects to convey portions Purchaser shall deposit with the Escrow Agent the additional sum of Five Hundred Fifty Thousand Dollars ($550,000)(the "Additional Deposit") and in such event the Property to Buyer term "Deposit" as used in more than one conveyance, then One Million Five this Agreement shall mean the aggregate sum of Eight Hundred Thousand Dollars ($1,500,000800,000) deposited with the Escrow Agent. Purchaser shall be entitled to receive all interest earned with respect to the Deposit prior to the date of payment of the Deposit (except as otherwise provided in Section 12 hereof) and, if Purchaser so instructs, Purchaser and Benedek shall instruct the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of Agent to pay any such portion interest accumulated on the Closing Date to Benedek in payment to be credited toward the Purchase Price. At the Closing, contemporaneously with the performance by Benedek and Purchaser of their respective obligations to be performed at the remainder of Closing, Purchaser and Benedek shall instruct the Escrow Agent to pay the Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of Benedek in immediately available federal funds or funds. In the event the transactions contemplated by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price this Agreement are not consummated in accordance with the terms hereof, Purchaser and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then Benedek shall instruct the Escrow Deposit shall be non-refundable Agent to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that disburse the Deposit and all interest earned thereon in accordance with Section 12 hereof; provided, however, that if this Agreement is being held terminated by Purchaser pursuant to Sections 13.2 or 14, Purchaser and Benedek shall instruct the Escrow Agent, Agent to disburse the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable and all interest earned thereon to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementPurchaser.

Escrow Deposit. (a) Within three (3) business five days after following the full execution and delivery of this Agreementagreement, Buyer Highland shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) deposit into escrow with First Union National Bank (the “Deposit”) to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit), as escrow agent, the sum of $10 million in cash (the amount deposited together with all interest earned thereon, is thereon being referred to herein below as the “Escrow Deposit”. If), pursuant to Section 5 below, Seller elects to convey portions an Escrow Agreement in the form of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property exhibit 2.3 (the “Final ClosingEscrow Agreement”). . (b) The Escrow Deposit shall be delivered to held and disbursed in accordance with the Escrow Agreement and the following terms; (i) If the purchase of Seller’s Interest is consummated, Seller shall cause the Escrow Agent to pay the Escrow Deposit to (or as directed by) Highland. (ii) If for any reason Buyer fails to redeem Seller’s Interest on or before September 30,2002 (or, if any of the events referred to in section 3.3 shall have occurred, on or before the Accelerated Closing Date), and Adelphia fails for any reason (other than as set forth in the first sentence of section 1.3) to purchase Seller’s Interest on October 1, 2002 (or, if any of the events referred to in section 3.3 shall have occurred, on or before the next business day after the Accelerated Closing Date), as required by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount section 1.2, Seller shall be held by entitled, as partial payment of its damages, to the amount of the Escrow Agent Deposit, which shall be paid to Seller as provided in section 2.3(b)(iv). The payment of the Escrow Deposit to Seller as provided in this section 2.3(b) shall be in addition to all other rights and remedies that Seller may have under this agreement and under applicable law as a deposit against result of the Purchase Price failure by Buyer or Installment Purchase Price Adelphia to purchase Seller’s Interest in accordance with the terms and provisions of this Agreement. If Buyer delivers agreement. (iii) Notwithstanding anything to the “Go Hard Notice” (as defined belowcontrary in section 2.3(b)(ii), prior if the purchase of Seller’s Interest is not consummated by Buyer or Adelphia solely as a result of the failure of the condition in section 9.1(d) and Buyer and Adelphia shall have duly performed their obligations under this agreement (including, but not limited to, their obligations under sections 8.2 and 8.5), Highland shall be entitled to the expiration amount of the “Due Diligence Period” Escrow Deposit. (as defined below)iv) Promptly following the occurrence of an event that results in the entitlement of Seller or Highland to the Escrow Deposit, then Seller shall give instructions to the Escrow Agent to disburse the amount of the Escrow Deposit to the party entitled thereto, and within five days after receipt of Seller’s instructions, the Escrow Agent shall pay the amount of the Escrow Deposit in the manner directed by Seller. (v) The Escrow Agent shall be non-refundable absolutely and unconditionally obligated to disburse the Escrow Deposit pursuant to Seller’s instructions (notwithstanding the receipt of contrary instructions from Buyer, except as expressly provided in this AgreementAdelphia or Highland or anyone acting on behalf of any of them). Upon delivery Neither Buyer, nor Adelphia or Highland, nor anyone acting on behalf of any of them, shall give any instructions to, or otherwise communicate with, the Escrow Agent and each of them shall proceed exclusively against Seller with respect to any claim that it may have arising out of the Go Hard Notice, a memorandum instructions given by Seller to the Escrow Agent or the payment by the Escrow Agent of this Agreement, the Escrow Deposit in the form attached hereto as Exhibit “C”, shall be recorded manner directed by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this AgreementSeller.

Escrow Deposit. Within three ten (310) business calendar days after the full execution and delivery of this AgreementEffective Date (as defined in Section 4.1.1 below), Buyer shall deliver Six Million Five Hundred Thousand Dollars the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($6,500,000) (the “Deposit”500,000.00) to First American Title Insurance Company, Company at its offices at ▇▇8▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇- Attention: ▇L▇▇▇ ▇▇▇▇▇▇▇▇; Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit” (this amount, together with all interest earned thereon, is are collectively herein called the “Initial Escrow Deposit”). If Buyer does not terminate this Agreement prior to the expiration of the Due Diligence Period (as hereinafter defined), then on or prior to the last day of the Due Diligence Period, Buyer shall deposit an additional Five Hundred Thousand Dollars ($500,000.00) (the “Additional Escrow Deposit”) with Escrow Agent; the Initial Escrow Deposit and, if made, the Additional Escrow Deposit (as hereinafter defined), together with all interest earned thereon, are referred to herein collectively in this Agreement as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Escrow Deposit is being held by the Escrow Agent, the Escrow Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major national money center banking institution reasonably acceptable to Seller and Buyer, or (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Escrow Deposit. Within three two (32) business days after the full execution and delivery of this Agreementhereof, Buyer shall deliver Six the sum of Fifteen Million Five Hundred Thousand Dollars ($6,500,00015,000,000.00) (the “Deposit”) as a deposit to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇, ▇ (which company, in its capacity as escrow holder hereunder, is called “Escrow AgentHolder”). The Deposit, together with all interest earned thereon, is referred to herein as In the “Escrow Deposit”. If, pursuant to Section 5 below, Seller event that Buyer elects to convey portions make public disclosure of the Property to Buyer transaction in more than one conveyanceaccordance with the penultimate sentence of Section 9.14 hereof, then One Three Million Five Hundred Thousand Dollars ($1,500,0003,000,000.00) of the Escrow Deposit shall be applied towards deemed earned by and payable to Seller upon termination of this Agreement by Buyer in accordance with Section 3.2.2(a) or Section 3.2.2(b), or (if not waived by Buyer on the Installment Purchase Price Hotel and Option Closing Date), upon failure of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”)conditions set forth in Section 3.13.6. The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price Price, and shall be invested by Escrow Holder, in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, and a memorandum of this Agreement, separate escrow agreement in the form of Exhibit F attached hereto as Exhibit “C”and dated the date hereof by and among Buyer, shall be recorded by Seller and Buyer in Escrow Agent (the official records of the County“Interim Deposit Agreement”). At all times that the Escrow Deposit is being held by the Escrow AgentHolder, the Escrow Deposit shall be invested by Escrow Agent Holder in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, ” or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this Agreement. All accrued interest on the Escrow Deposit shall become part of the Escrow Deposit.

Escrow Deposit. Within three (3) business days after Upon the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) 150,000 (the “-------------- "Escrow Deposit”") to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity shall be deposited by the Purchaser into an interest-bearing account with the Bank as escrow holder hereunder, is called “the Escrow Agent”. The escrow account shall be governed as follows: (i) In the event the transactions contemplated by this Agreement are consummated, the Escrow Deposit, together with all interest earned thereon, is referred will be applied towards the aggregate Purchase Price for the Shares. (ii) In the event the transactions contemplated by this Agreement are not consummated prior to herein as May 11, 2002 (or such later date to which the “Escrow Deposit”. If, Closing Date shall have been extended pursuant to Section 5 below11.1(a) of this Agreement) and the failure to consummate is a result of a breach of this Agreement by the Purchaser, Seller elects the Escrow Deposit, together with all interest thereon, shall be paid to convey portions the Sellers as the exclusive and sole remedy for any claims or damages (whether actual or consequential) of the Property Sellers relating to Buyer the sale of the Shares or other transactions contemplated by this Agreement. (iii) In the event the transactions contemplated by this Agreement are not consummated prior to May 11, 2002 (or such later date to which the Closing Date shall have been extended pursuant to Section 11.1(a) of this Agreement) due to the failure of the condition in more than one conveyanceSection 7.13, and Seller terminates the Agreement, then One Million Five Hundred Thousand Dollars ($1,500,000) 50% of the Escrow Deposit and 50% of the accrued interest thereon shall be applied towards paid to the Installment Purchase Price of the first closing of any such portion Sellers and the remainder balance of the Escrow Deposit and accrued interest thereon shall be applied returned to the Installment Purchase Price of Purchaser. (iv) In the final closingevent the transactions contemplated by this Agreement are not consummated prior to May 11, upon 2002 (or such later date to which Buyer the Closing Date shall have acquired been extended pursuant to Section 11.1(a) of this Agreement) for any reason other than as set forth in paragraph (ii) above, the Escrow Deposit, together with all of the Property (the “Final Closing”). The Escrow Deposit interest thereon, shall be delivered returned to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Sellerthe Purchaser, except as provided in paragraph (iii) above. Such amount All distributions from the escrow account shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price made promptly and in accordance with the terms and provisions of this Agreement. If Buyer delivers Agreement by the “Go Hard Notice” (Bank as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Escrow Deposit. Within three (3) business days after Concurrently with the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) (the “Deposit”) Initial Deposit to First LandAmerica American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇, ▇ (which company, in its capacity as escrow holder hereunder, is called “Escrow AgentHolder”), to be held by Escrow Holder pursuant to the terms of the Escrow Instructions in the form attached hereby as Exhibit ”H” (the “Escrow Instructions“). If this Agreement is not terminated under Section 4.2.2, then on or prior to two (2) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deliver the Additional Deposit to Escrow Holder. If this Agreement is not so terminated and such Additional Deposit is not timely delivered, then Sellers may terminate this Agreement, in which event the Initial Deposit and all interest thereon shall be immediately delivered to Sellers as liquidated damages in accordance with Section 9.5. The DepositInitial Deposit and, if delivered, the Additional Deposit together with all interest earned thereon, is referred to are collectively herein as called the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent Holder by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to SellerSellers. Such amount The Escrow Deposit shall be held by Escrow Agent Holder as a deposit against the Purchase Price or Installment Purchase Price in accordance with the terms and provisions of this Agreement. If Buyer delivers the “Go Hard Notice” (as defined below), prior to the expiration of the “Due Diligence Period” (as defined below), then Agreement and the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement, in the form attached hereto as Exhibit “C”, shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller and Buyer, (iii) the Bank of America money market fund that invests in U.S. Treasury securities known as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and BuyerInstructions. The Escrow Deposit shall be disposed of by Escrow Agent Holder only as provided in this AgreementAgreement and the Escrow Instructions.

Escrow Deposit. Within three (3) business days after the full execution and delivery of this Agreement, Buyer shall deliver Six Million Five Hundred Thousand Dollars ($6,500,000) Tenant has previously deposited into escrow with HSBC Bank USA (the “Deposit”"Escrow Agent") the sum of $10,000,000 (the "Escrow Amount") to First American Title Insurance Company, at its offices at ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, which company, in its capacity as escrow holder hereunder, is called “Escrow Agent”. The Deposit, together with all interest earned thereon, is referred to herein as the “Escrow Deposit”. If, pursuant to Section 5 below, Seller elects to convey portions of the Property to Buyer in more than one conveyance, then One Million Five Hundred Thousand Dollars ($1,500,000) of the Escrow Deposit shall be applied towards the Installment Purchase Price of the first closing of any such portion and the remainder of the Escrow Deposit shall be applied to the Installment Purchase Price of the final closing, upon which Buyer shall have acquired all of the Property (the “Final Closing”). The Escrow Deposit shall be delivered to Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Seller. Such amount shall be held by Escrow Agent as a deposit against the Purchase Price or Installment Purchase Price utilized in accordance with the terms of that certain Escrow Agreement made as of April 5, 2001, among Landlord, Tenant and provisions Escrow Agent (the "Escrow Agreement"). Landlord shall reimburse Tenant the Escrow Amount not more than twelve (12) months from and after Tenant's receipt of product approval for human use (the "Approval") of its product "Hemopure" from the United States Food and Drug Administration (the "FDA"). Landlord has delivered to Tenant on the effective date of this Agreement. If Buyer delivers Lease a promissory note in the “Go Hard Notice” (as defined below), prior to the expiration principal amount of the “Due Diligence Period” (as defined below), then the Escrow Deposit shall be non-refundable to Buyer, except as expressly provided in this Agreement. Upon delivery of the Go Hard Notice, a memorandum of this Agreement$10,000,000, in the form attached hereto as Exhibit “C”N, and granted Tenant a second mortgage and security interest in the Premises, in the form attached hereto as Exhibit O, to secure its repayment of the Escrow Amount. Landlord will reimburse to Tenant the sum of $10,000,000 from the sale of tax exempt bonds. Such reimbursement shall be recorded by Seller and Buyer in the official records of the County. At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): subject (i) United States Treasury obligationsto the allocation of tax-exempt volume cap by the Richland/Sumter empowerment zone, (ii) United States Treasury-backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Seller required State of South Carolina bond approvals, and Buyer, (iii) to Tenant maintaining Approval during the Bank Term. If such reimbursement is not made to Tenant from the proceeds of America money market fund the sale of tax exempt bonds on or before that invests date which is twelve (12) months from and after the date of Approval, Tenant shall have the right to (i) exercise its rights and remedies as mortgagee and holder of the security interest in U.S. Treasury securities known the Premises and (ii) to apply such outstanding due amount (plus interest thereon) as “Nations Treasury Reserves - Daily Shares (symbol NTRDX)”, or (iv) such other manner as may be reasonably agreed to by Seller and Buyer. The Escrow Deposit shall be disposed of by Escrow Agent only as provided in an offset against the Basic Rent due under this AgreementLease.