Common use of Escrow Clause in Contracts

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party hereto.

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

Escrow. The parties hereto make Xxxxx agrees to open an escrow (“Escrow’) in accordance with this Agreement at Xxxxxxx Title (“Escrow Holder”), located at 0000 Xxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000 and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for deposit a fully executed copy of this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other Agreement by no later than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days after City Council approval of receipt thereof or failure to make written demand for return or forfeiture this Agreement. Buyer shall, concurrent with the delivery of this Agreement deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow. Buyer shall deliver an xxxxxxx money additional deposit Five Thousand Dollars and Zero cents ($5,000.00) into Escrow within thirty three (303) days of notice of cancellation of this agreementafter Buyer waives due diligence conditions as set forth in Section 4 (b) above. These deposits may be referred to herein as the “Xxxxxxx Money Deposits”. The Xxxxxxx Money Deposits will be applied against the Purchase Price at closing. All usual and reasonable fees, charges, and costs (including transfer taxes, if any) which arise in the Escrow, shall constitute consent to distribution be paid by Buyer upon demand of Escrow Holder. This Agreement constitutes the joint escrow instructions of the xxxxxxx money Parties, and Xxxxxx Holder to whom these instructions are delivered is empowered to act under this Agreement. The Parties agree to do all acts reasonably necessary to close Escrow as suggested soon as possible, but in all events by no later than forty-nine (49) months after the Effective Date (June 30, 2023). The terms “closing” and/or “close of Escrow” as used herein shall mean the date necessary instruments of conveyance are recorded in the office of the County Recorder. Recordation of instruments delivered through Escrow are authorized if necessary or proper in the issuance of title insurance pursuant to this Agreement. Concurrent with the opening of Escrow, Escrow Holder shall order a Preliminary Title Report for the subject Property to be delivered for review by both Xxxxx and Seller. Buyer shall review and respond to said Preliminary Report as set forth in Section 4 (b). Buyer shall, upon receipt of a statement of estimated closing cost from Escrow Holder, deposit the balance of the Purchase Price together with additional funds as set forth in the statement. The deposit shall be made in accordance with the wire transfer instructions of the Escrow Holder and shall be made in sufficient time to allow for the timely close of Escrow. Buyer shall execute and deposit into Escrow a Certificate of Acceptance accepting fee title to the Property in sufficient time to allow for the timely close of Escrow. Seller shall execute and deliver into Xxxxxx an executed Xxxxx Xxxx conveying fee title to the Property to Buyer in sufficient time to allow for the timely close of Escrow. Seller and Buyer agree to deposit with Escrow Holder any additional instruments as may be reasonable and necessary to complete this transaction in a timely manner. All funds received in Escrow shall be deposited with other Escrow funds in a general escrow account(s) and may be transferred to any other such escrow trust account in any State or National Bank doing business in the State of California. All disbursements shall be made by wire transfer from such certified letteraccount, or as demanded by the other party heretounless Seller requests another form of payment.”

Escrow. The parties hereto make Forte represents that it has deposited with an escrow agent copies of the source code and designate Xxxxxxxx County Abstract and Title Company reasonable technical documentation for all the most recent versions of the Products licensed under the Agreement, pursuant to a Technology Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price Agreement with such escrow agent, a copy of which has been paid in full; at which time provided to VAR. Upon VAR's execution of the Deed will be delivered instrument enrolling VAR as a party to the Buyer(s). The Technology Escrow Agent is directed Agreement attached as Exhibit G, VAR shall be entitled to pay all expenses incurred in connection with the sale receive a copy of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) escrowed source code and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter documentation from the escrow agent within seven (7) days of receipt thereof in the event Forte becomes insolvent, is a party to a bankruptcy filing, ceases business operations generally or failure ceases to make written demand available maintenance or support services for return the then-current version of the licensed Product. Forte shall pay all relevant escrow fees to the escrow agent. In the event VAR receives the escrowed source code and documentation, VAR shall have the royalty-free, nonexclusive, perpetual right to use such source code solely for use in maintaining and supporting the licensed Products under the terms of this Agreement. All such source code, as delivered or forfeiture modified, shall constitute Confidential Information of an xxxxxxx money deposit Forte for purposes of Section 7.1 of the Agreement, and VAR shall not disclose the source code or its modifications to others or permit others to copy the source code or modifications thereof. Forte shall update the deposited material within thirty (30) days of notice of cancellation of after each major update to the licensed Product. Forte [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. acknowledges VAR's right to request and receive verification from the escrow agent (and/or Forte) confirmation that Forte has deposited source materials as obligated under this agreementparagraph. [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. Exhibit A --------- Forte Software, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party hereto.Inc. ------------------- VAR Fees and Royalties ----------------------

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Escrow Deposit shall be held by the Escrow Agent for this transactiona period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent is hereby advised in accordance with an Escrow Agreement. If the Closing occurs, Parent agrees that the right to hold indemnification pursuant to this Article XII shall constitute Parent’s sole and exclusive remedy and recourse against the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered Shareholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Buyer(sExcluded Obligations the maximum aggregate liability of any Shareholder individually shall be limited to such Shareholder’s Pro Rata Portion of the Escrow Deposit and the maximum aggregate liability of the Shareholders collectively for the Excluded Obligations (other than the Section 3.12 Indemnifiable Matters) shall be limited to the Cash Consideration (and for the Employee Shareholders also the value of the Restricted Equity Consideration) and of any Shareholder individually for the Excluded Obligations (other than the Section 3.12 Indemnifiable Matters) shall be limited to such Shareholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Cash Consideration which such Shareholder is entitled (and for an Employee Shareholder the value of his share of the Restricted Equity Consideration). The Escrow Agent is directed to pay all expenses incurred in connection with the sale maximum aggregate liability of the above-described real estate, including a real estate commission Stockholders for the Section 3.12 Indemnifiable Matters shall be limited as follows: (a) for Section 3.12 Indemnifiable Matters arising during the period beginning on the Closing Date and continuing until the twelve (12) month anniversary of the gross proceeds from Closing Date, the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) maximum liability of each Stockholder shall be responsible limited to such Stockholder’s Pro Rata Portion of Five Million Dollars ($5,000,000), (b) for any additional fees attributable to Section 3.12 Indemnifiable Matters arising during the change in escrow or closing agent. Buyer(speriod beginning on the day after the twelve (12) month anniversary of the Closing Date and continuing until the eighteen (18) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be responsible limited to such Stockholder’s Pro Rata Portion of Four Million Dollars ($4,000,000), (c) for Section 3.12 Indemnifiable Matters arising during the costs of filing period beginning on the deed with day after the Register of Deeds office. The Escrow Agent reserves the right to require the balance eighteen (18) month anniversary of the purchase price to be provided by Certified Funds or bank wire transfer to Closing Date and continuing until the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account twenty-four (24) month anniversary of the Escrow Agent at or prior Closing Date, the maximum liability of each Stockholder shall be limited to closing. The parties understand that applicable Kansas real estate laws prohibit such Stockholder’s Pro Rata Portion of Three Million Dollars ($3,000,000), (d) for Section 3.12 Indemnifiable Matters arising during the escrow agent from distributing period beginning on the xxxxxxx money, once deposited, without day after the consent twenty-four (24) month anniversary of all parties to this agreement. Buyer(s) the Closing Date and Seller(s)s agree that failure by either to respond in writing to a certified letter from continuing until the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days month anniversary of notice the Closing Date, the maximum liability of cancellation each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $Two Million Dollars ($2,000,000), and (e) for Section 3.12 Indemnifiable Matters arising during the period beginning on the day after the thirty (30) month anniversary of the Closing Date and continuing until the thirty six (36) month anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of One Million Dollars ($1,000,000). For the purposes of this agreementAgreement, “Pro Rata Portion” of a Shareholder as to any Losses or as to the Escrow Deposit shall constitute consent be equal to distribution the percentage of the xxxxxxx money Merger Consideration to which such Shareholder is entitled as suggested in any set forth on Schedule 2.3. For purposes of Article XII, the Restricted Equity Consideration shall be valued (irrespective of vesting) based on the Closing Market Price, and as to shares not yet vested pursuant to Section 7.8 the Employee Shareholders’ liability with respect thereto shall be limited to forfeiting such certified letter, or as demanded by the other party heretounvested shares.

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

Escrow. The parties hereto make At or prior to the Closing, the Purchaser, the Company, the INXB Representative and designate Xxxxxxxx County Abstract Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Transaction Effective Time, in form and Title Company substance reasonably satisfactory to the Parties (the “Escrow Agreement”), pursuant to which the Purchaser shall deposit six hundred eight-eight thousand, six hundred and three (688,603) shares of the Purchaser Common Stock (including any equity securities paid as dividends or distributions with respect to such shares or into which such shares are exchanged or converted, the “Escrow Shares”) with the Escrow Agent to be held and disbursed by the Escrow Agent in a segregated escrow account (“Escrow Account”) in accordance with the terms of Article VII hereof and the Escrow Agreement. The Escrow Shares shall be allocated among the Company Holders pro rata based on their respective Pro Rata Share. The Escrow Shares to be deposited in the Escrow Account shall be issued in the name of the Company Holders who would otherwise have received those shares in the Transaction Merger. Those Company Holders shall also have the right to vote the Escrow Shares and to receive currently any ordinary income dividends with respect thereto. The Escrow Shares, along with any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed), shall be applied to satisfy any indemnification claims against the Indemnifying Party pursuant to and in accordance with Article VII hereof. The Escrow Shares shall no longer be subject to any indemnification claim after the first (1st) anniversary of the Closing Date (the “Expiration Date”); provided, however, with respect to any indemnification claims made in accordance with Article VII hereof on or prior to the Expiration Date that remain unresolved at the time of the Expiration Date (“Pending Claims”), all or a portion of the Escrow Shares (and any dividends, distributions or other income thereon (other than ordinary income dividends previously distributed)) necessary to satisfy such Pending Claims (as determined based on the amount of the indemnification claim included in the Claim Notice provided by the INXB Representative under Article VII and the Purchaser Share Price as of the first day after the Expiration Date) shall remain in the Escrow Account until such time as such Pending Claim shall have been finally resolved pursuant to the provisions of Article VII. After the Expiration Date, any remaining Escrowed Property remaining in the Escrow Account that is not subject to Pending Claims, if any, shall be disbursed to the Exchange Agent for this transactiondistribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9, with each such Company Holder receiving their Pro Rata Share of such Escrowed Property. Promptly after the final resolution of all Pending Claims, the Escrow Agent shall disburse any remaining Escrowed Property remaining in the Escrow Account to the Exchange Agent for distribution to the Company Holders that have met the requirements for payment of the Merger Consideration in accordance with Section 2.9 (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders), with each Company Holder receiving its Pro Rata Share of such Escrowed Property. The Escrow Agent is hereby advised to hold will, promptly after its receipt of any ordinary income dividend declared and paid on the “Deed” in Escrow until Shares, disburse from the purchase price has been paid in full; at which time the Deed will be delivered Escrow Account such ordinary income dividend to the Buyer(s)Exchange Agent for distribution to the Company Holders, with each Company Holder receiving their Pro Rata Share of such ordinary income dividend. While the Escrow Shares are in the Escrow Account, the Company Holders shall have the right to vote with respect to the Escrow Shares, with each Company Holder having the right to vote its Pro Rata Share of such Escrow Shares. The Escrow Agent is directed Shares will appear as issued and outstanding on the Purchaser’s balance sheet and will be legally outstanding under the DGCL, except with respect to pay all expenses incurred any Escrow Shares that are disbursed from the Escrow Account to a Purchaser Indemnified Party in connection satisfaction of an indemnification claim on behalf of a Purchaser Indemnified Party in accordance with the sale terms of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) this Agreement and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoAgreement.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Escrowed Shares, when initially issued, shall be issued to the Escrow Agent for this transactionas nominee of the LMI Stockholders, such shares to be deposited in an escrow account. The Escrowed Shares shall be allocated against the number of shares of Ebiz Common Stock to which each LMI Stockholder is entitled on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. The Escrowed Shares shall be held by the Escrow Agent in escrow, and shall be transferred or released by the Escrow Agent only as follows. If no Notice of Claim is hereby advised submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall promptly transfer all of the Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. If a Notice of Claim is submitted by the Ebiz Designated Representative to the LMI Designated Representative within the applicable time period provided in Section 10.4(a), then the Escrow Agent shall hold the “Deed” in Escrow Escrowed Shares until the purchase price has been paid in full; at which time the Deed will be delivered first to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale occur of the above-described real estate, including issuance of a real estate commission Final Decision or the waiver and release by Ebiz of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance Indemnification Claims to which the Seller(s) are Notice of Claim relates. If the Final Decision results in Ebiz being entitled to no payment pursuant to this Article 10 or if Ebiz waives and releases its Indemnification Claims, then the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In Agent shall promptly transfer all of the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable Escrowed Shares to the change LMI Stockholders on a pro rata basis in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed accordance with the Register relative Applicable Stock Percentage of Deeds officeeach LMI Stockholder. The If, however, pursuant to the Final Decision it is determined that Ebiz is entitled pursuant to this Article 10 to receive payment with respect to its Indemnification Claims, then the Escrow Agent reserves shall transfer to Ebiz on the right Due Date such number of Escrowed Shares as have an aggregate Ebiz Share Value equal to require the balance amount of such payment and shall transfer all of the purchase price remaining Escrowed Shares to the LMI Stockholders on a pro rata basis in accordance with the relative Applicable Stock Percentage of each LMI Stockholder. Any LMI Stockholder may, but shall not be required, to redeem any Escrowed Shares allocable to him that are required to be provided transferred to Ebiz pursuant to this subsection (f) by Certified Funds or bank wire transfer paying to the Escrow Agent’s financial institution at or , prior to closingthe transfer thereof to Ebiz, the Ebiz Share Value of such Escrowed Shares. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto Any Escrowed Shares that funds to close must are so redeemed shall be fully settled and unconditionally credited transferred to the account redeeming LMI Stockholder and the cash paid to redeem such Escrowed Shares shall be paid, in lieu of the Escrow Agent at or prior such shares, to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoEbiz.

Escrow. The parties hereto make Mortgagor, in order more fully to protect the security of this Mortgage, does hereby covenant and designate Xxxxxxxx County Abstract agree that, after the occurrence of an Event of Default that has not been waived in writing by Mortgagee, together with and Title Company in addition to the Escrow Agent for this transaction. The Escrow Agent is hereby advised payment of taxes, assessments and insurance premiums above provided, it will, upon written request of Mortgagee pay to hold Mortgagee on the “Deed” in Escrow first day of each month until the purchase price has been paid in full; at Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments and premiums for such insurance as may be required by the terms hereof. Mortgagee shall hold such monthly payments which time the Deed may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments and insurance premiums when due. Mortgagor agrees that sufficient funds will be delivered so accumulated for the payment of said charges one month prior to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection due date thereof and that it will furnish Mortgagee with proper statements covering the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(ssame fifteen (15) are entitled days prior to the Seller(s) or Sellers’ assignsdue dates thereof. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) of foreclosure of this Mortgage, or Buyer’s lender needs if Mortgagee should take a closing protection letter or other insurance coverage other than legal malpractice insurance available through deed in lieu of foreclosure, the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall amount so accumulated will be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the on account of the Escrow Agent at unpaid principal or prior interest. If the total of the monthly payments as made under this Section shall exceed the payments actually made by Mortgagee, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section shall be insufficient to closing. The parties understand that applicable Kansas real estate laws prohibit pay such taxes, assessments and insurance premiums then due, then said Mortgagor shall pay upon demand the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure amount necessary to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation up the deficiency, which payments shall be secured by this Mortgage. To the extent that all the provisions of this agreementSection for such payments of taxes, assessments and insurance premiums to Mortgagee are complied with, said Mortgagor shall constitute consent be relieved of compliance with the covenants contained in Sections 3 and 10 herein as to distribution of the xxxxxxx money amounts paid only, but nothing contained in this Section shall be construed as suggested in any such certified letter, or as demanded by way limiting the other party heretorights of Mortgagee at its option to pay any and all of said items when due.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Escrow Deposit shall be held by the Escrow Agent for this transactiona period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent is hereby advised in accordance with an Escrow Agreement. If the Closing occurs, Parent and Buyer agree that the right to hold indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered Company and Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred Excluded Obligations, Section 2.11 Indemnifiable Matters or as otherwise provided in connection with Section 6.11, the sale maximum aggregate liability of the above-described real estate, including a real estate commission Company and the Stockholders collectively shall be limited to the Escrow Deposit and of any Stockholder individually shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the gross proceeds from Escrow Deposit and the sale. The Escrow/Closing Agent shall pay over maximum aggregate liability of the balance to which Company and the Seller(s) are entitled to Stockholders collectively for the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: Excluded Obligations (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(sSection 2.11 Indemnifiable Matters) shall be responsible for any additional fees attributable limited to the change in escrow or closing agent. Buyer(sPurchase Price and of any Stockholder individually for the Excluded Obligations (other than the Section 2.11 Indemnifiable Matters) shall be responsible limited to such Stockholder’s Pro Rata Portion of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled. The maximum aggregate liability of the Stockholders for the costs of filing Section 2.11 Indemnifiable Matters shall be limited as follows: (a) for Section 2.11 Indemnifiable Matters arising during the deed with period beginning on the Register of Deeds office. The Escrow Agent reserves Closing Date and continuing until the right to require the balance one (1) year anniversary of the purchase price Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $6,500,000, (b) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the one (1) year anniversary of the Closing Date and continuing until the two (2) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be provided by Certified Funds limited to such Stockholder’s Pro Rata Portion of $4,550,000, (c) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the two (2) year anniversary of the Closing Date and continuing until the three (3) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $2,600,000, and (iv) for Section 2.11 Indemnifiable Matters arising during the period beginning on the day after the three (3) year anniversary of the Closing Date and continuing until the four (4) year anniversary of the Closing Date, the maximum liability of each Stockholder shall be limited to such Stockholder’s Pro Rata Portion of $1,300,000. For the purposes of this Agreement, “Pro Rata Portion” of a Stockholder as to any Losses or bank wire transfer as to the Escrow Agent’s financial institution at or prior Deposit shall be equal to closingthe percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 1.5. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow as set forth in the Escrow Agreement. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited anything to the account contrary above, all Losses with respect to any Section 2.11 Indemnifiable Matters shall be included for purposes of determining whether the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretomaximum liability limits set forth above have been reached.

Escrow. The parties hereto make to the Escrow Agreement shall instruct the Escrow Agent, pursuant to the terms of the Escrow Agreement, to promptly pay any amounts due and designate Xxxxxxxx County Abstract owing to Purchaser pursuant to the indemnification provisions of this Agreement, including, without limitation, pursuant to Section 10.2(a) out of the Escrow Funds. Notwithstanding anything to the contrary herein, recourse of Purchaser to the Escrow Funds pursuant to the Escrow Agreement shall be the sole and Title Company exclusive remedy of Purchaser and the other Purchaser Indemnitees (or any Person claiming by or through them) for damages for any inaccuracy in or breach of any representation, warranty, covenant, agreement or other obligation contained in this Agreement or any of the other Transaction Documents, and in no event shall the ESOP, the Option Holders or the SARs Holders be liable to any Purchaser Indemnitee for any amounts in excess of the Escrow Funds. Within two (2) Business Days following the date that is eighteen (18) months after the Closing Date, the ESOP and Purchaser shall each direct the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered release to the Buyer(s)ESOP and to the Company on behalf of, and to be paid to, the Option Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of an amount equal to the aggregate amount, if any, of all Losses with respect to which Purchaser Indemnitees have properly asserted, prior to such time in accordance with this Article X, a right to indemnification to the extent such claims for indemnification remain pending and unresolved at such time. The Thereafter, as soon as reasonably practicable after the resolution of each such outstanding indemnification claim, if any, but in no event later than five (5) Business Days thereafter, the ESOP and Purchaser shall each direct the Escrow Agent is directed Agent, after disbursement to pay all expenses incurred Purchaser Indemnitees of the applicable portion of the Escrow Funds, if any, pursuant to this Article X in connection with such resolution, to release to the sale ESOP and to the Company on behalf of, and to be paid to, the Options Holders and the SARs Holders, pro rata in accordance with their respective Escrow Percentages, all remaining Escrow Funds in excess of the above-described real estate, including a real estate commission remaining aggregate amount of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance Losses with respect to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretounresolved indemnification claims.

Escrow. The parties hereto make At the Closing, PEGC I OP shall cause the Escrowed Consideration to be deposited into an escrow account (the “Escrow Account”) established pursuant to the Escrow Agreement, with such Escrowed Consideration to be held in the Escrow Account as a source of funds for any amounts owing to any PEGC I Indemnitees under (and designate Xxxxxxxx County Abstract subject to the limitations in) Article X and Title Company Section 8.01(a). (a) On the first (1st) anniversary of the Closing Date (the “Termination Date”), the Escrow Agent shall deliver to PELP (for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale benefit of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(sContributors) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided all OP Units then held by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand in the Escrow Account in excess of the Statute of Limitations Escrow Amount and (b) on the date that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within is thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution after the expiration of the xxxxxxx money as suggested applicable statute of limitations for the representations and warranties relating to Taxes contained in any such certified letterSection 3.15 and Section 3.25 (the “Statute of Limitations Termination Date”), or as demanded the Escrow Agent shall deliver to PELP (for the benefit of the Contributors) all OP Units then held by the other party heretoEscrow Agent in the Escrow Account; provided, however, that if prior to the Termination Date or, as applicable, the Statute of Limitations Termination Date, PEGC I OP notifies the Escrow Agent in writing that all or a portion of the OP Units then remaining in the Escrow Account are subject to claims for indemnification properly made in accordance with this Agreement that have not been finally determined as of such date (including any potential Third-Party Claim referred to in Section 10.05, whether or not such claim has actually been made or threatened against the Indemnified Party) (the “Outstanding Claims”), the number of OP Units delivered to PELP (for the benefit of the Contributors) upon the Termination Date shall be equal to the number of OP Units then held by the Escrow Agent in the Escrow Account, less the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number). If at any time after the Termination Date or Statute of Limitations Termination Date, as applicable, the number of OP Units then held by the Escrow Agent in the Escrow Account exceeds the number of OP Units equal to the sum of any amounts subject to the Outstanding Claims divided by the Implied Valuation (rounded up to the nearest whole number), the Contributors’ Representative and PEGC I OP shall execute and deliver a certificate requesting the Escrow Agent to deliver such excess number of OP Units to PELP (for the benefit of the Contributors) and the Escrow Agent shall deliver to PELP (for the benefit of the Contributors) such excess number of OP Units.

Escrow. The parties hereto make Escrow Deposit shall be held and designate Xxxxxxxx County Abstract and Title Company disbursed by the Escrow Agent in accordance with an Escrow Agreement. If the Closing occurs, Parent, First Acquisition Corp. and Second Acquisition Corp. agree that the Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s right to indemnification pursuant to this Article XII shall constitute Parent’s, First Acquisition Corp.’s and Second Acquisition Corp.’s sole and exclusive remedy and recourse against the Shareholders for this transactionLosses attributable to any Indemnifiable Matters. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered Except with respect to the Buyer(s). The Escrow Agent is directed Excluded Obligations, the maximum liability of any Shareholder shall be limited to pay all expenses incurred in connection with the sale such Shareholder’s Pro Rata Portion (as defined below) of the above-described real estate, including a real estate commission Escrow Deposit and the maximum liability of any Shareholder for the Excluded Obligations shall be limited to such Shareholder’s Pro Rata Portion (as defined below) of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled Losses up to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance aggregate amount of the purchase price Merger Consideration which such Shareholder is entitled (less any amount previously recovered under this Article XII from such Shareholder’s Pro Rata portion of the Escrow Deposit); provided, however, that no Shareholder shall have any liability for indemnification pursuant to be provided by Certified Funds Section 12.1(b) on account of any other Shareholder. For purposes of this Agreement, a “Pro Rata Portion” of a Shareholder as to any Losses or bank wire transfer as to the Escrow Agent’s financial institution at or prior Deposit shall be equal to closingthe percentage of the Merger Consideration to which such Shareholder is entitled as set forth on Schedule 12.4. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited anything to the account of contrary contained herein, the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties Shareholders shall have no liability for indemnification pursuant to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond Article XII until the aggregate Losses are in writing to a certified letter from excess of $100,000, at which point the escrow agent within seven (7) days Shareholders shall only be liable for the amount of receipt thereof or failure to make written demand for return or forfeiture Losses in excess of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoamount.

Escrow. The parties hereto make On or prior to the Closing, the Equityholder Representative, the Buyer and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transactionshall enter into the Escrow Agreement. The Promptly following the twelve (12) month anniversary of the Closing Date (the “Survival Date”), the Buyer and the Equityholder Representative shall deliver a joint written notice to the Escrow Agent is hereby advised to hold deliver (a)(i) the portion of each former Stockholder’s Fully Diluted Percentage of the sum of the remaining amount of the Indemnity Escrow Fund minus any amounts that would be necessary to satisfy any then pending and unsatisfied or unresolved claim for indemnification pursuant to Section 8.2 if such claim(s) were resolved in full in favor of the Buyer Indemnified Persons (which amounts will continue to be held in the Indemnity Escrow Fund until the related claims have been finally resolved) (such sum, the “Deed” in Escrow until Distributable Amount”), attributable to Shares (as opposed to In-the-Money Options or RSUs) previously held by such former Stockholder, subject to Section 2.8, to such former Stockholder as soon as practicable and (ii) the purchase price has been paid in fullportion of each former holder’s Fully Diluted Percentage of the Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by such former holder to the Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Surviving Corporation’s payroll system; at which time the Deed will be provided that if no such notice is delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred within five (5) Business Days after the Survival Date, the Escrow Agent shall automatically and without further action by either the Buyer or the Equityholder Representative release the Distributable Amount in connection accordance with the sale of preceding sentence. Promptly following the above-described real estatetime that any such pending and unsatisfied or unresolved claims have been finally resolved, including the Buyer and the Equityholder Representative shall deliver a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer joint written notice to the Escrow AgentAgent to deliver (x) the portion of each former Stockholder’s financial institution at Fully Diluted Percentage of the revised Distributable Amount attributable to Shares (as opposed to In-the-Money Options or prior RSUs) previously held by such former Stockholder, subject to closing. Notwithstanding Section 2.8, to such former Stockholder as soon as practicable and (y) the definition portion of good funds under Kansas law, it is agreed each former holder’s Fully Diluted Percentage of the revised Distributable Amount attributable to In-the-Money Options or RSUs (as opposed to Shares) previously held by the parties hereto that funds to close must be fully settled and unconditionally credited such former holder to the account Surviving Corporation for delivery to such former holder of In-the-Money Options and RSUs through the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoSurviving Corporation’s payroll system.

Escrow. The parties hereto make If requested by Noteholder at any time during the term the Indebtedness (but only after a Default has occurred) is outstanding in order to secure the performance and designate Xxxxxxxx County Abstract discharge of Grantor's obligations under Subparagraphs (f) and Title Company (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with Noteholder a sum equal to ad valorem taxes, assessments and charges (which charges for the Escrow Agent purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until current year and the purchase price has been paid in full; at which time premiums for such policies of insurance for the Deed will be delivered current year, all as estimated by Noteholder and prorated to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale end of the above-described real estatecalendar month following the month during which this Mortgage is executed and delivered, including a real estate commission and thereafter will deposit with Noteholder, on each date when an installment of principal and/or interest is due on the gross proceeds Note, sufficient funds (as estimated from the sale. The Escrow/Closing Agent shall pay over the balance time to which the Seller(stime by Noteholder) are entitled to permit Noteholder to pay, at least fifteen (15) days prior to the Seller(s) or Sellers’ assignsdue date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) Noteholder shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves have the right to require rely upon tax information furnished by applicable taxing authorities in the balance payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by Noteholder for future use, applied to any Indebtedness or refunded to Grantor, at Grantor's option, and any deficiency in such funds so deposited shall be made up by Grantor upon written demand of Noteholder. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Noteholder and shall be applied by Noteholder toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to Noteholder by Grantor (such statements to be presented by Grantor to Noteholder within a reasonable time before the applicable amount is due); provided, however, that, if a Default (as hereinafter defined) shall have occurred hereunder, such funds may at Noteholder's option be applied to the payment of the purchase price Indebtedness in the order determined by Noteholder in its sole discretion, and that Noteholder may at any time, in its sole discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto being protested as permitted in the Loan Agreement. The conveyance or transfer of Grantor's interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and rights to be provided such funds held by Certified Funds or bank wire transfer Noteholder under this Subparagraph but subject to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition rights of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoNoteholder hereunder.

Escrow. The parties hereto make If requested by the Collateral Agent at any time following and designate Xxxxxxxx County Abstract during the continuance of a Default (as defined in Article IV hereof) in order to secure the performance and Title Company discharge of Grantor’s obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Escrow Collateral Agent a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this transaction. The Escrow Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by the Collateral Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered and prorated to the Buyer(s). The Escrow Agent end of the calendar month following the month during which this Deed of Trust is directed to pay all expenses incurred in connection executed and delivered, and thereafter will deposit with the sale Collateral Agent, on each date when an installment of principal and/or interest is due on the above-described real estateNotes, including a real estate commission of the gross proceeds sufficient funds (as estimated from the sale. The Escrow/Closing Agent shall pay over the balance time to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed time by the parties hereto that funds Collateral Agent) to close must be fully settled and unconditionally credited permit the Collateral Agent to the account of the Escrow Agent pay, at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within least thirty (30) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of notice insurance. The Collateral Agent shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of cancellation such taxes or assessments and shall have no obligation to make any protest of this agreementany such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Collateral Agent for future use, applied to any Indebtedness or refunded to Grantor, at the Collateral Agent’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the Collateral Agent. All such funds so deposited shall bear no interest whatsoever, shall constitute consent to distribution be kept separate and not be mingled with the general funds of the xxxxxxx money Collateral Agent and shall be applied by the Collateral Agent toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to the Collateral Agent by Grantor (such statements to be presented by Grantor to the Collateral Agent within a reasonable time before the applicable amount is due); provided, however, that, if a Default (as suggested hereinafter defined) shall have occurred and be continuing hereunder, such funds may at the Collateral Agent’s option be applied to the payment of the Indebtedness in the order determined by the Collateral Agent in its sole discretion, and that the Collateral Agent may at any time, in its sole discretion, apply all or any part of such funds toward the payment of any such certified lettertaxes, assessments, charges or as demanded premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and rights to such funds held by the other party heretoCollateral Agent under this Subparagraph but subject to the rights of the Collateral Agent hereunder.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The If there is any dispute as to whether Escrow Agent is hereby advised obligated to deliver the Xxxxxxx Money, or any other monies or documents which it holds or as to whom such Xxxxxxx Money, monies or documents are to be delivered, Escrow Agent shall not be obligated to make any delivery, but, in such event, may hold same until receipt by Escrow Agent of an authorization, in writing, signed by all of the “Deed” parties having an interest in such dispute directing the disposition of same, or, in the absence of such authorization, Escrow Agent may hold such Xxxxxxx Money, monies or documents until the purchase price has final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given or proceeding for such determination is not begun and diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit such Xxxxxxx Money, monies or documents in court, pending such determination. Escrow Agent shall not be responsible for any acts or omissions unless the same constitutes gross negligence or willful misconduct and upon making delivery of the Xxxxxxx Money, monies or documents which Escrow Agent holds in accordance with the terms of this Agreement, Escrow Agent shall have absolutely no further liability hereunder. In the event Escrow Agent places the Xxxxxxx Money, monies or documents that have actually been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent in the Registry of the Circuit Court in and for the County in which the Property is directed located and files an action of interpleader, naming the parties hereto, Escrow Agent shall be released and relieved from any and all further obligation and liability hereunder or in connection herewith. Seller and Purchaser shall and do hereby, jointly and severally, agree to pay indemnify and hold Escrow Agent harmless from any and all damages, losses, liabilities, claims, costs and expenses arising hereunder or in connection herewith, including but not limited to, all costs and expenses incurred by Escrow Agent in connection with the sale filing of the above-described real estatesuch action including, including a real estate commission of the gross proceeds from the salebut not limited to, reasonable attorney and paralegal fees and expenses for Escrow Agent's attorneys through all trial and appellate levels. IT IS ACKNOWLEDGED THAT ESCROW AGENT MAY ACT AS THE COUNSEL FOR SELLER. IT IS AGREED THAT ESCROW AGENT SHALL NOT BE DISABLED OR DISQUALIFIED FROM REPRESENTING SELLER IN CONNECTION WITH ANY LITIGATION WHICH MIGHT ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT BY VIRTUE OF THE FACT THAT ESCROW AGENT HAS AGREED TO ACT AS ESCROW AGENT HEREUNDER, AND PURCHASER DOES HEREBY WAIVE ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THE FOREGOING. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation provisions of this agreement, Section 10.17 shall constitute consent to distribution survive the Closing or any termination of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretothis Agreement.

Escrow. The parties hereto make On the Closing Date, Buyer will deposit with an escrow agent mutually agreeable to Seller and designate Xxxxxxxx County Abstract Buyer (the “Escrow Agent”) the Escrow Amount to be held in escrow pursuant to the terms and Title Company conditions of an Escrow Agreement in the form mutually agreeable to Seller and Buyer (the “Escrow Agreement”) for the purpose of providing a source of funds to reimburse Buyer for any Buyer Loss. Within ten (10) days after the Closing Working Capital has been finally determined in accordance with Section 2.06, the Escrow Agent shall be directed to distribute from the Escrow Amount the amount of One Million Five Hundred and No/100 ($1,500,000.00), (i) less any Post-closing Adjustment Amount entitled to be received by Buyer pursuant to Section 2.06; and (ii) less the amount of any Buyer Loss paid or payable from the Escrow Amount for this transaction. The Escrow Agent is hereby advised which Buyer has given proper notice; payable pro rata to hold each of the “Deed” in Escrow until holders of Seller Common Stock who were entitled to receive the purchase price has been paid in full; at which time the Deed will be delivered Merger Consideration pursuant to the Buyer(sSection 2.02(a). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Pursuant to the Escrow AgentAgreement, Buyer must provide the Selling Parties Representative with notice of claims, in the form of an officer’s financial institution at certificate for any Buyer Loss for which Buyer seeks recovery or prior to closingbefore 11:59 p.m. Eastern Time on the first anniversary of the Closing Date (the “Expiration Date”). Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited Pursuant to the account terms of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx moneyAgreement, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter Buyer shall be paid from the escrow agent within seven (7) days Escrow Amount the amount equal to the Buyer Loss for which there is no objection in the periods set forth in the Escrow Agreement or for which any objection has been resolved, or is deemed to have been resolved, in accordance with the provisions of receipt thereof or failure to make written demand the Escrow Agreement. Any remaining Escrow Amount and interest at the Expiration Date, except for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreementadequate reserves for pending claims, shall constitute consent be distributed pro rata to distribution each of the xxxxxxx money as suggested in any such certified letter, or as demanded by holders of Seller Common Stock who were entitled to receive the other party heretoMerger Consideration pursuant to Section 2.02(a).

Escrow. The parties hereto make In order to secure the performance and designate Xxxxxxxx County Abstract discharge of Grantor’s obligations under subparagraphs (f) and Title Company (h) of this Paragraph 2.2, but not in lieu of such obligations, upon written demand by the Escrow Agent Beneficiary, but only after the occurrence of a Default hereunder, Grantor will deposit with the Beneficiary a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this transactionparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the then current year and the premiums for policies of insurance covering the period for the then current year, all as estimated by the Beneficiary and prorated to the end of the calendar month following the month during which such demand is made, and thereafter will deposit with the Beneficiary, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated from time to time by the Beneficiary) to permit the Beneficiary to pay, at least fifteen (15) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent Beneficiary shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves have the right to require rely upon tax information furnished by applicable taxing authorities in the balance payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Beneficiary for future use, applied to any secured indebtedness or refunded to Grantor, at the Beneficiary’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the purchase price to Beneficiary. All such funds so deposited shall bear no interest whatsoever, may be provided mingled with the general funds of the Beneficiary and shall be applied by Certified Funds or bank wire transfer the Beneficiary toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to the Escrow AgentBeneficiary by Grantor (which statements shall be presented by Grantor to the Beneficiary a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at the Beneficiary’s financial institution at or prior option be applied to closing. Notwithstanding the definition payment of good funds under Kansas law, it is agreed the secured indebtedness in the order determined by the parties hereto Beneficiary in its sole discretion, and that the Beneficiary may at any time, in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and rights to close must be fully settled and unconditionally credited such funds held by the Beneficiary under this subparagraph (m) but subject to the account rights of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoBeneficiary hereunder.

Escrow. The parties hereto make Tenant shall, on the Commencement Date and designate Xxxxxxxx County Abstract on the first (1st) day of each calendar month thereafter during the Term (or the next Business Day, if such 1st day is not a Business Day), pay to and Title Company deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against the Premises during the twelve (12) months from and after the Commencement Date (the “Escrow Commencement Date”) (or any subsequent twelve (12) month period), plus (ii) one-twelfth (1/12th) of the premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period. If the amount of the Impositions to be levied, charged, filed, assessed or imposed, or the insurance premiums to be paid, during the twelve (12) months following the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will Commencement Date (or any subsequent twelve (12) month period hereunder) cannot be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account determined as of the Escrow Agent Commencement Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during the twelve (12) months after the Escrow Commencement Date (or prior during any subsequent twelve (12) month period), if such additional deposit is required to closingprovide a sufficient fund from which to make payment of all Impositions on or before the next due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Tenant shall deliver to Landlord copies of all notices, demands, claims, bills and receipts in relation to the Impositions and insurance premiums promptly upon receipt thereof by Tenant. The parties understand that applicable Kansas real estate laws prohibit the actual or estimated amounts on account of Impositions and insurance premiums shall be adjusted annually. Attached hereto as Schedule 3.3.1-2 are Landlord’s current wire transfer instructions for escrow agent payments under this Lease. Landlord may, upon advance written notice thereof to Tenant, designate alternative means of payment and payees from distributing the xxxxxxx money, once deposited, without the consent of all parties time to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretotime.

Escrow. The parties hereto make In order to at least partially satisfy, and designate Xxxxxxxx County Abstract to establish a procedure for the satisfaction of, amounts owed to Parent pursuant to Section 2.7 and Title Company claims by the Parent Indemnitees for indemnification pursuant to Article VIII hereof, Parent, the Stockholder Representative and Xxxxx Fargo Bank, National Association (the “Escrow Agent”) shall enter into the Escrow Agreement on the Closing Date, pursuant to which Parent shall deposit with the Escrow Agent for (i) cash in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Cash Escrow Amount”) and (ii) an aggregate of 695,580 shares of Parent Stock (the “Stock Escrow Amount”) within ten (10) business days after the Closing. Parent shall be deemed to have contributed the proportion of the Escrow Amount with respect to each Equityholder set forth on the Closing Consideration Schedule and the consideration payable to each Equityholder pursuant to this transactionArticle II shall be reduced by such amount. The As used in this Agreement, the term “Escrow Amount” means, as of any moment in time, the amount of cash and the value of the Parent Stock then in the Escrow Account. Pursuant to the terms and subject to the conditions of the Escrow Agreement, the Escrow Agent is hereby advised to hold shall establish an escrow account into which the Escrow Agent shall deposit the Escrow Amount (the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(sAccount”). The timing and methodology for the release of the Escrow Amount shall be governed by the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement; provided, however, that each of Parent and the Stockholder Representative agrees that it will act in good faith and cooperate with one another to execute and deliver such joint written instructions, including with respect to any distributions of the Escrow Amount, to the Escrow Agent is directed as are required to pay all expenses incurred implement the intent of this Agreement and the Escrow Agreement. After the eighteen month anniversary of the Closing Date, the Escrow Agent shall deliver to the Stockholders and Parent or the Second Surviving Corporation, on behalf of the Company Optionholders, the remaining Escrow Amount minus the Pending Claims Amount in connection accordance with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the saleEscrow Agreement. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs of a closing protection letter or other insurance coverage other than legal malpractice insurance available through distribution of any amounts from the above-named escrow agent Escrow Account to the Equityholders, each Equityholder shall be entitled to receive a portion of such distribution equal to the proportion set forth with respect to such Equityholder on the Closing Consideration Certificate. For purposes of satisfying any claims for indemnification under this Agreement, all shares of Parent Stock in the Escrow Account shall be deemed to have a value equal to the Parent Stock Value, as adjusted for any stock splits, dividends, combinations or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance like, irrespective of the purchase price to be provided by Certified Funds or bank wire transfer to actual value of such shares at the Escrow Agent’s financial institution at or prior to closing. Notwithstanding time the definition of good funds under Kansas law, it claim is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account satisfied out of the Escrow Agent at or prior Account. Notwithstanding anything to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx moneycontrary herein, once deposited, without the consent no fraction of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter share of Parent Stock shall be released from the escrow agent within seven (7) days Escrow Account and all releases of receipt thereof or failure shares of Parent Stock shall be rounded to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretonearest whole share.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Pursuant to that certain Escrow Agreement dated as of even date herewith (the “Escrow Agreement”; capitalized terms used in this Section 9 which are defined in the Escrow Agent for this transaction. The Agreement and not otherwise defined herein are used with the meanings given such terms in the Escrow Agreement) by and among BG Finance, D&W Seller and Grand Bank (the “Escrow Agent”), BG Finance has deposited with Escrow Agent is hereby advised $3,250,000 of the Purchase Price as a source of payment for, and security against: (1) Liabilities relating to hold certain unpaid deposits of Federal Income Taxes Withheld by, and payment of Social Security Taxes and Medicare Taxes of Seller of the Business prior to the Closing Date (the “Deed” Federal Taxes”), (2) Liabilities relating to unpaid deposits of Louisiana State Income Taxes Withheld by, and State Unemployment Tax of Seller with respect to its operation in Escrow until Louisiana of the purchase price has been paid in full; at which time the Deed will be delivered Business prior to the Buyer(sClosing Date (the “Louisiana Taxes”). The Escrow Agent is directed , (3) Liabilities relating to pay all expenses incurred unpaid deposits of California State Income Taxes Withheld by and unpaid State Unemployment Taxes, California State Disability Insurance, California State Franchise Tax of Seller with respect to the operation in connection with the sale California of the above-described real estateBusiness prior to the Closing Date (the “California Taxes”), including a real estate commission (4) Liabilities relating to unpaid Texas State Unemployment Taxes of Seller with respect to Seller’s operation in Texas of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled Business prior to the Seller(sClosing Date (the “Texas Taxes”), and (5) any other Tax Losses suffered or Sellers’ assignsincurred by BG Finance or its Affiliates. Seller(s) BG Finance hereby covenants and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event agrees that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) it shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance abide by each of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent at or Agreement. In addition, BG Finance hereby covenants and agrees that, notwithstanding anything to the contrary contained in the Escrow Agreement, (i) upon its receipt of an Internal Revenue Service transcript that reflects noi Federal Taxes are owed for any period prior to closing. The parties understand the Closing Date, the California Certificate of Release, the Louisiana Tax Clearance Certificate and evidence that applicable Kansas real estate laws prohibit no Texas Taxes are due, BG Finance shall provide copies of the escrow agent from distributing same to Lender, and (ii) it shall not amend nor permit the xxxxxxx money, once deposited, Escrow Agreement to be amended in any respect without the prior written consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoLender.

Escrow. The parties hereto make Escrow Amount delivered by the Purchaser at the Closing pursuant to the Escrow Agreement shall be held in an escrow fund (the “Escrow Fund”) and designate Xxxxxxxx County Abstract shall serve as security for any post-closing adjustments pursuant to Sections 3.1(d) and Title 3.2(d) and the indemnification obligations of the Company and the Sellers in Section 9. Releases from the Escrow Fund will be permitted in accordance with the terms and conditions of the Escrow Agreement. If there are no outstanding claims for indemnification by the Purchaser as of the date that is one (1) year following the Closing Date (the “Initial Escrow Release Date”), 50% of the Escrow Amount (less any amounts previously deducted to satisfy claims) shall be distributed by the Escrow Agent for this transaction. The on such date to the Sellers in the proportions set forth as percentages opposite such Sellers’ names under the heading “Percentage of Escrow Agent is hereby advised to hold Distribution” in Exhibit A, representing the pro rata interest of each such Seller in the Escrow Fund (the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(sDistribution Schedule”). The Escrow Agent is directed to pay all expenses incurred in connection with If there are no outstanding claims for indemnification by the sale Purchaser as of the above-described real estatedate that is two (2) years following the Closing Date (the “Escrow Termination Date”), including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price Escrow Amount shall be distributed by the Escrow Agent on such date to the Sellers in the proportions set forth as percentages on the Escrow Distribution Schedule. If there are outstanding claims for indemnification by the Purchaser on the Escrow Termination Date, the Escrow Amount, less any amount subject to such outstanding claims, shall be provided distributed by Certified Funds the Escrow Agent on such date, to the Sellers in accordance with the Escrow Distribution Schedule; provided, that the remaining balance of the Escrow Amount shall be distributed to the Sellers in accordance with the Escrow Distribution Schedule upon final satisfaction of such outstanding claims in accordance with Section 9. Final distribution of the Escrow Fund shall be made net of any accrued fees and expenses then outstanding. If there is no Consideration remaining in the Escrow Fund, or bank wire transfer if there is insufficient Consideration to effectuate the foregoing, after consultation with the Purchaser, the Seller Representative may deliver to the Escrow Agent’s financial institution at or prior to closingAgent a modified Escrow Distribution Schedule, which reallocates such fractions of shares as equitably as reasonably practicable amongst the Sellers. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account The distribution of the Escrow Agent at or prior Amount comprised of Stock Consideration hereunder shall be made by way of transferring and delivering the corresponding number of shares of OCZ Common Stock to closing. The parties understand that applicable Kansas real estate laws prohibit such account opened in the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond U.S. in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letterSeller’s name, or as demanded his, her or its agent’s name for the benefit of such Seller or all the Sellers (it being noted that such account shall be specified by the other party heretoSellers in the wire instructions provided to the Purchaser), or if such account is not available, directly to each Seller.

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

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company gross proceeds of the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold Offering, exclusive of the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with net proceeds from the sale of approximately 2,497,100 Subscription Receipts (the above-described real estate“Class A Subscription Receipts”) representing the number of Units issuable before the Corporation reaches the maximum number of 100,000,000 Common Shares outstanding, including a real estate commission the precise figure to be provided by the Corporation) and exclusive of the gross proceeds from Commission (as hereinafter defined) and all of the sale. The Escrow/Closing Agent shall pay over Underwriters’ out-of-pocket costs and expenses (the balance to which “Escrowed Funds”), will be held in escrow on behalf of the Seller(spurchasers of all of the Subscription Receipts other than the Class A Subscription Receipts (the “Class B Subscription Receipts”) are entitled by an escrow agent acceptable to the Seller(sCorporation and the Underwriters, in an interest bearing account, pending the receipt of the certificate of articles of amendment of the Corporation providing for an increase in the authorized capital of the Corporation to a number of Common Shares sufficient to permit the issuance of all of the Common Shares (including any Common Share issuable upon exercise of the Warrants) or Sellers’ assignsissuable upon exercise of the Class B Subscription Receipts (the “Escrow Releases Condition”). Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(sthe Escrow Release Condition is satisfied prior to 5:00 p.m. (Toronto time) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through on July 14, 2005 (the above-named escrow agent or “Expiry Time”), the lender requires a loan closing agent. Buyer(s) Escrowed Funds, plus accrued interest, shall be responsible for any additional fees attributable released to the change in escrow or closing agentCorporation and each Class B Subscription Receipt will be automatically exercised to acquire one Unit. Buyer(s) In the event that the Escrow Release Condition is not satisfied before the Expiry Time, the Escrowed Funds, plus accrued interest, shall be responsible used by the Corporation to repurchase the Class B Subscription Receipts for cancellation at a redemption price per Class B Subscription Receipt equal to the costs of filing Issue Price. To the deed with extent that the Register of Deeds office. The Escrow Agent reserves the right Escrowed Funds are not sufficient to require the balance repurchase all of the purchase price Class B Subscription Receipts, the Corporation will contribute such amounts as are necessary to satisfy any shortfall. For greater certainty, the Class A Subscription Receipts shall be provided by Certified Funds or bank wire transfer exercised automatically at Closing into Units and shall not be repurchased for cancellation in the event that the Corporation fails to satisfy the Escrow Agent’s financial institution at Release Condition on or prior to closing. Notwithstanding before the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoExpiry Time.

Escrow. The parties hereto make If requested by Noteholder at any time during the term the Indebtedness is outstanding in order to secure the performance and designate Xxxxxxxx County Abstract discharge of Grantor's obligations under Subparagraphs (f) and Title Company (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with Noteholder a sum equal to ad valorem taxes, assessments and charges (which charges for the Escrow Agent purpose of this Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until current year and the purchase price has been paid in full; at which time premiums for such policies of insurance for the Deed will be delivered current year, all as estimated by Noteholder and prorated to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale end of the above-described real estatecalendar month following the month during which this Mortgage is executed and delivered, including a real estate commission and thereafter will deposit with Noteholder, on each date when an installment of principal and/or interest is due on the gross proceeds Note, sufficient funds (as estimated from the sale. The Escrow/Closing Agent shall pay over the balance time to which the Seller(stime by Noteholder) are entitled to permit Noteholder to pay, at least fifteen (15) days prior to the Seller(s) or Sellers’ assignsdue date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) Noteholder shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves have the right to require rely upon tax information furnished by applicable taxing authorities in the balance payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by Noteholder for future use, applied to any Indebtedness or refunded to Grantor, at Noteholder's option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of Noteholder. All such funds so deposited shall bear no interest whatsoever, may be mingled with the general funds of Noteholder and shall be applied by Noteholder toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to Noteholder by Grantor (such statements to be presented by Grantor to Noteholder within a reasonable time before the applicable amount is due); provided, however, that, if a Default (as hereinafter defined) shall have occurred hereunder, such funds may at Noteholder's option be applied to the payment of the purchase price Indebtedness in the order determined by Noteholder in its sole discretion, and that Noteholder may at any time, in its sole discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Xxxxxxx's interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and rights to be provided such funds held by Certified Funds or bank wire transfer Noteholder under this Subparagraph but subject to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition rights of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoNoteholder hereunder.

Escrow. (a) The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Stockholders shall deposit into escrow, with the Escrow Agent for this transaction. The named in the Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred Agreement, such number of MLC Common Shares issued in connection with the sale Merger having an aggregate value (based on the Average Share Price) of ten percent of the above-described real estate, including a real estate commission Merger Consideration (such deposit being referred to as the "Escrow Deposit"). Until such time as the aggregate amount of MLC Indemnity Claims which have been definitively resolved to be payable in favor of MLC or MAC shall equal or exceed the amount of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: Deemed Escrow Value (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) as hereinafter defined), all MLC Indemnity Claims shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance satisfied first out of the purchase price to be provided by Certified Funds or bank wire transfer to MLC Common Shares held in the Escrow Agent’s financial institution at or prior to closing. Notwithstanding Deposit, as further provided under the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent Agreement. For purposes hereof, all MLC Common Shares returned to MLC in settlement of any MLC Indemnity Claims under the Escrow Agreement shall be valued at the Average Share Price. At such time as the aggregate amount of MLC Indemnity Claims which have been definitively resolved to be payable in favor of MLC or prior MAC shall exceed the Deemed Escrow Value, each of the Stockholders shall thereafter be jointly and severally liable to closingMLC or MAC for such claims. The parties understand that applicable Kansas real estate laws prohibit To the escrow agent from distributing extent not inconsistent with pooling of interests restrictions, the xxxxxxx moneyliability of the Stockholders for payable MLC Indemnity Claims in excess of the Deemed Escrow Value may be satisfied, once depositedat the election of each Stockholder, without through (i) the consent delivery of all parties MLC Common Shares to MLC, such shares to be valued at the Average Share Price, (ii) the payment of cash or (iii) any combination of such MLC Common Shares valued at the Average Share Price and cash. With respect to any MLC Common Shares to be returned to the MLC by the Stockholders in settlement of MLC Indemnity Claims pursuant to this agreementSection 12.6, any dividends previously paid in respect of such returned MLC Common Shares (whether paid in cash, MLC Common Shares or other property) shall also be returned to MLC, provided that the value of such dividends shall not be taken into account for purposes of determining the value of such returned MLC Common Shares, as contemplated under paragraph 47g of Accounting Principles Board Opinion No. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven 16 (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoInterpretation No. 121).

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company At the Effective Time, Acquiror shall withhold the Escrow Agent for Cash from the cash payable pursuant to Section 2.1(b) to the Company Shareholders and Company Optionholders as of immediately prior to the Effective Time (other than holders of solely shares of Company Capital Stock which constitute and remain Dissenting Shares and holders of solely Unvested Company Options) ("EFFECTIVE TIME HOLDERS"), on a pro rata basis (based upon the amount of cash each such holder is entitled to receive pursuant to Section 2.1(b) with respect to its Company Capital Stock (other than Dissenting Shares) and Company Options relative to the amount of cash all such holders are entitled to receive pursuant to Section 2.1(b) with respect to their Company Capital Stock (other than Dissenting Shares) and Company Options) ("PRO RATA SHARE"). Prior to the Closing, Acquiror, the Representative and Wells Fargo Bank, N.A. (the "ESCROW AGENT") shall enter into an escrox xxxeement substantially in the form attached hereto as Exhibit D (the "ESCROW AGREEMENT"). Within three business days after the Spreadsheet Submission Date, Acquiror shall cause the Escrow Cash to be deposited with the Escrow Agent. If a Company Securityholder holds Unvested Company Shares, then the cash to be paid upon conversion hereunder of shares of Company Capital Stock, Company Options or Company Warrants held by such Company Securityholder which are not Unvested Company Shares (the "VESTED CASH") shall be withheld and placed in escrow first and, thereafter, the Unvested Cash shall be withheld and placed in escrow (with the understanding that any Unvested Cash so placed in escrow shall vest prior to any such Unvested Cash not placed in escrow but withheld by Acquiror pursuant to Section 2.1(e)) to the extent necessary to satisfy such Effective Time Holders' escrow obligations as set forth in the first sentence of this transactionSection 2.4. The payment of any Escrow Cash in satisfaction of any indemnification obligations under Article 11 shall be made, with respect to each Effective Time Holder, first with Vested Cash and then, if such cash is insufficient to satisfy such indemnification obligation and only to the extent of such insufficiency, shall such payment be made with Unvested Cash. The Escrow Agent is hereby advised to shall hold the “Deed” in Escrow until Cash as the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) sole and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible exclusive security for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds Effective Time Holders' indemnification obligations for Damages under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoArticle 11.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company As security for Cardo’s indemnification obligations hereunder, Parent shall deposit with the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold ten percent (10%) of the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred shares of Parent Common Stock issued in connection with the sale of Merger pursuant to Article III to each Historical Cardo Member (the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s“Cardo Escrowed Securities”) are entitled pursuant to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent at or Agreement and this Article IX. The Cardo Escrowed Securities shall be released in accordance with the terms of the Escrow Agreement on the date that is one (1) year after the Closing Date (such period, the “Escrow Period”), except with respect to a number of such Cardo Escrowed Securities as reasonably determined by the board of directors of Parent to be necessary to satisfy any unresolved claim made pursuant to this Article IX in writing prior to closingsuch release date, which securities shall be held pursuant to the terms of the Escrow Agreement until such claim is fully and finally resolved. The parties understand that applicable Kansas real estate laws prohibit Parent shall be entitled to recover the escrow agent from distributing Damages for which Cardo is obligated to provide indemnification hereunder against the xxxxxxx moneyCardo Escrowed Securities on a pro rata basis based on the number of such securities issued to each holder thereof and held in such escrow, once depositedand the aggregate number of Cardo Escrowed Securities subject to such recovery shall be determined by dividing the amount of such indemnifiable Damages, without as fully and finally determined to be due by the consent mutual agreement of all parties the board of directors of Parent and the Members’ Representatives or by a court of competent jurisdiction, as applicable, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten (10)-day period ending on the day prior to this agreementsuch determination. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter Delivery of Cardo Escrowed Securities from the escrow agent within seven (7) days account to the Historical Cardo Members shall be made pro rata based on the number of receipt thereof or failure to make written demand for return or forfeiture shares of an xxxxxxx money deposit within thirty (30) days Parent Common Stock deposited in such escrow account in respect of notice of cancellation each Historical Cardo Member. Any provisions of this agreementAgreement to the contrary notwithstanding, the Parent Indemnified Parties’ sole remedy for indemnification claims hereunder shall constitute consent be to distribution recover against the Cardo Escrowed Securities; provided, however, (i) the foregoing shall not apply in the case of a Parent Indemnified Party seeking specific performance or injunctive or other equitable relief, and (ii) no Parent Indemnified Party shall be deemed to have waived any rights, claims, causes of action or remedies if and to the xxxxxxx money as suggested in any extent (A) such certified letterrights, claims, causes of action or remedies may not be waived under applicable Laws, or as demanded (B) fraud is proven on the part of a Parent Indemnified Party by the other an indemnifying party hereto.. 9.4

Escrow. The parties hereto make In order to secure the performance and designate Xxxxxxxx County Abstract discharge ------ of Grantor's obligations under subparagraphs (f) and Title Company (h) of this Paragraph 2.2, but not in lieu of such obligations, upon written demand by the Escrow Agent Noteholder, Grantor will deposit with the Noteholder a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this transactionparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the then current year and the premiums for policies of insurance covering the period for the then current year, all as estimated by the Noteholder and prorated to the end of the calendar month following the month during which such demand is made, and thereafter will deposit with the Noteholder, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated from time to time by the Noteholder) to permit the Noteholder to pay, at least fifteen (15) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent Noteholder shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves have the right to require rely upon tax information furnished by applicable taxing authorities in the balance payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Noteholder for future use, applied to any secured indebtedness or refunded to Grantor, at the Noteholder's option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the purchase price to Noteholder. All such funds so deposited shall bear no interest whatsoever, may be provided mingled with the general funds of the Noteholder and shall be applied by Certified Funds or bank wire transfer the Noteholder toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to the Escrow Agent’s financial institution Noteholder by Grantor (which statements shall be presented by Grantor to the Noteholder a reasonable time before the applicable amount is due); provided, however, that, if a default shall have occurred hereunder, such funds may at or prior the Noteholder's option be applied to closing. Notwithstanding the definition payment of good funds under Kansas law, it is agreed the secured indebtedness in the order determined by the parties hereto Noteholder in its sole discretion, and that the Noteholder may at any time, in its discretion, apply all or any part of such funds toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and rights to close must be fully settled and unconditionally credited such funds held by the Noteholder under this subparagraph (n) but subject to the account rights of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoNoteholder hereunder.

Escrow. The parties hereto make Borrower, in order to more fully protect the security of this Mortgage, does hereby covenant and designate Xxxxxxxx County Abstract agree that, if Borrower shall fail to timely pay taxes, assessments or insurance premiums as provided above, then Borrower shall, upon request of the Agent, pay to the Agent on the first day of each month, until the Loans are fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments and Title Company premiums for such insurance as may be required by the Escrow Agent for this transactionterms hereof and, if applicable, any replacement reserve amounts payable by Borrower. The Escrow Agent is hereby advised shall hold such monthly payments which may be mingled with its general funds, without obligation to hold pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Borrower agrees that sufficient funds shall be so accumulated for the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered payment of said charges one month prior to the Buyer(s). The Escrow due date thereof and that it shall furnish the Agent is directed to pay all expenses incurred in connection with proper statements covering the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(ssame fifteen (15) are entitled days prior to the Seller(s) or Sellers’ assignsdue dates thereof. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) of foreclosure of this Mortgage, or Buyer’s lender needs if the Agent on behalf of the Lenders, should take a closing protection letter or other insurance coverage other than legal malpractice insurance available through deed in lieu of foreclosure, the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) amount so accumulated shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the on account of the Escrow unpaid principal or interest. If the total of the monthly payments as made under this Section shall exceed the payments actually made by the Agent, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section shall be insufficient to pay such taxes, assessments, and insurance premiums then due, then said Borrower shall pay upon demand the amount necessary to make up the deficiency, which payments shall be secured by this Mortgage. To the extent that all the provisions of this Section for such payments of taxes, assessments, and insurance premiums to the Agent, are complied with, Borrower shall be relieved of compliance with the covenants contained in Sections 7 and 8 herein as to the amounts paid only, but nothing contained in this Section shall be construed as in any way limiting the rights of the Agent at or prior its option to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent pay any and all of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretosaid items when due.

Escrow. The parties hereto make Escrow Amount delivered by Buyer at Closing pursuant to the Escrow Agreement shall be held in segregated escrow funds, $1,500,000 of which shall be used to satisfy any Working Capital Shortfall (the “Working Capital Escrow Amount” and, together with the earnings thereon, the “Working Capital Escrow Fund”), and designate Xxxxxxxx County Abstract $3,500,000 of which shall serve as security for any indemnification obligations of Parent hereunder (the “Indemnification Escrow Amount” and, together with the earnings thereon, the “Indemnification Escrow Fund”). Releases from the Working Capital Escrow Fund and Title Company the Indemnification Escrow Fund will be permitted only in accordance with the terms and conditions of this Agreement and the Escrow Agreement. If there is no Working Capital Shortfall, the Working Capital Escrow Fund shall be distributed by the Escrow Agent for in accordance with the terms and conditions of this transactionAgreement and the Escrow Agreement to Parent. The If there is a Working Capital Shortfall, the Working Capital Escrow Fund, less the Working Capital Shortfall, shall be distributed by the Escrow Agent on such date in accordance with the terms and conditions of this Agreement and the Escrow Agreement to Parent. If there are no outstanding claims for indemnification by Buyer as of the date that is hereby advised to hold fifteen (15) months following the Closing Date (the “Deed” in Indemnification Escrow until Termination Date”), the purchase price has been paid in full; at which time Indemnification Escrow Fund shall be distributed by the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection accordance with the sale terms and conditions of the above-described real estateEscrow Agreement to Parent. If there are outstanding claims for indemnification by Buyer on the Indemnification Escrow Termination Date, including a real estate commission the Indemnification Escrow Fund, less the amount corresponding to each such outstanding claim, shall be distributed by the Escrow Agent in accordance with the terms and conditions of the gross proceeds from Escrow Agreement to Parent; provided, that the sale. The Escrow/Closing Agent shall pay over the remaining balance of amounts withheld with respect to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) each outstanding claim shall be responsible for any additional fees attributable distributed to Parent upon final satisfaction of such outstanding claim in accordance with Article IX and the change in escrow or closing agentprovisions of the Escrow Agreement. Buyer(s) Final distribution of the Indemnification Escrow Fund shall be responsible for the costs made net of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled any accrued fees and unconditionally credited to the account expenses of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretothen outstanding.

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

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

Escrow. The parties On each anniversary of the date hereof (each such date a "Deposit Date"), Purchaser shall deposit with Wachovia Bank, National Association (the "Escrow Agent"), an amount in cash equal to (i)(A) prior to the occurrence of the extension or renewal of the Lease Agreement beyond the Primary Term, the amount set forth on Schedule A attached hereto make for such Deposit Date and designate Xxxxxxxx County Abstract and Title Company (B) upon or after the occurrence of the extension or renewal of the Lease Agreement beyond the Primary Term, the amount set forth on Schedule B attached hereto for such Deposit Date (the amount required to be delivered pursuant to this clause (i) being referred to herein as the "Required Level"), plus (ii) the cumulative amount of interest or other income earned on the Escrow Funds from the date hereof to but excluding such Deposit Date (the "Interest Amount"), minus (iii) the amount of the Escrow Funds, if any, on deposit with the Escrow Agent on such Deposit Date; provided; that the initial payment due on June 30, 2004 under the Escrow Agreement shall be made prior to June 30, 2004 to the extent funds are available in the Duke Essex Payment Reserve Account (as defined in the Deposit Agreement) and, in any event, prior to the payment of any Purchaser Restricted Payment. Such amount, together with any income thereon, shall be held in escrow and invested for the benefit of the parties hereto in accordance with the terms of an escrow agreement in the form attached hereto as Exhibit B (the "Fee Escrow Agreement"). All amounts held in escrow pursuant to the terms of the Fee Escrow Agreement, including any income thereon, are collectively referred to herein as the "Escrow Funds." The Fee Escrow Agreement will provide for the disbursement of the Escrow Funds by the Escrow Agent (i) to DCC, from time to time, upon receipt of written certification from DCC that any fee payable pursuant to Section 2.01 of this transactionAgreement has not been paid when due (in which event Escrow Funds equal to the amount of the unpaid fees, as certified by DCC in such written certification, shall be disbursed to DCC), and (ii) to Purchaser, upon receipt of a joint written certification by DCC and Purchaser that the Full DCC Release has occurred (in which event, all remaining Escrow Funds shall be released). Upon any disbursement pursuant to clause (i) above, Purchaser shall immediately deposit with the Escrow Agent an amount in cash equal to the amount so disbursed in order to replenish the Escrow Funds to the Required Level plus the cumulative amount of interest or other income earned on the Escrow Funds from the date hereof to but excluding the date of the disbursement pursuant to clause (i) above. The Escrow Agent is hereby advised Funds shall be subject to hold the “Deed” a first priority security interest in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered favor of DCC, and Purchaser and DCC agree to the Buyer(s). The filing of any UCC financing statements, the execution of such security agreements, and the inclusion of provisions in the Escrow Agent is directed to pay all expenses incurred in connection Agreement providing DCC with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay such dominion and control over the balance Escrow Funds as is necessary to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any perfect such certified letter, or as demanded by the other party heretosecurity interest.

Escrow. The parties hereto make fees and designate Xxxxxxxx County Abstract and Title Company expenses of the Escrow Agent for this transactionrelating to the Escrow Fund shall be paid by one-half by Parent and one-half by the Members. On the first anniversary of the Closing Date, the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days after the first anniversary of the Closing) release and deliver to the Members an amount equal to the First Period Escrow Amount less the amount of the First Period Escrow Amount subject to pending or disputed indemnification claims of Parent, and where such claims are in compliance with the requirements of Article 7. The amount of the First Period Escrow Agent Amount subject to such pending or disputed indemnification claims of Parent made before the first anniversary of the Closing Date shall remain in the Escrow Fund until such time such portion of the First Period Escrow Amount is hereby advised no longer subject to hold the “Deed” in Escrow until the purchase price has been paid in full; pending or disputed indemnification claims of Parent, at which time the Deed parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members such amount. On the Escrow Termination Date the parties shall cause the Escrow Agent, pursuant to the Escrow Agreement, to promptly (but in any event, within five (5) Business Days) release and deliver to the Members the remaining amounts held in the Escrow Fund less the amount not subject to pending or disputed indemnification claims of Parent, and where such claims are in compliance with the requirements of Article 7. Notwithstanding anything herein, no new claim may be made on the First Period Escrow Amount after the first anniversary of the Closing Date. On the Escrow Termination Date, the Escrow Fund will be terminate except with respect to any amount that is reasonably necessary (based on the facts and circumstances existing at the time) to satisfy any unsatisfied claims for Losses specified in any Officer’s Certificate delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with and the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) Members on or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer prior to the Escrow Agent’s financial institution at or prior to closingTermination Date, and in accordance with the provisions of Article 7. Notwithstanding As soon as all such claims have been resolved, the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited Escrow Agent shall immediately deliver to the account Members the remaining portion of the Escrow Agent at or prior Amount not required to closingsatisfy such claims pursuant to the Escrow Agreement. The parties understand that applicable Kansas real estate laws prohibit Deliveries from the escrow agent from distributing Escrow Fund to the xxxxxxx money, once deposited, without the consent of all parties Members pursuant to this agreement. Buyer(s) Agreement and Seller(s)s agree that failure by either the Escrow Agreement shall be made in proportion to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution Members’ respective Pro Rata Portion of the xxxxxxx money remaining Escrow Amount as suggested set forth on Exhibit C, and in any such certified letterthe Escrow Agreement, or as demanded by with each amount rounded to the other party heretonearest whole cent ($0.01).

Escrow. The parties hereto make If required by the Beneficiary, the Grantor shall deposit with the Beneficiary, on the tenth (10) day of each month during the term of this Deed of Trust, an additional amount as determined by the Beneficiary in its reasonable discretion, to sufficiently discharge the obligations of the Grantor for: (a) the payment of Taxes, assessments, levies, fees, rents, and designate Xxxxxxxx County Abstract other public charges imposed upon or assessed against the Trust Property or the revenues, rents, issues, income, or profits thereof, as provided in Section 7.13; (b) the payment of premiums for fire, casualty, and Title Company other hazard insurance and flood insurance, as provided by Sections 8.1, 8.2, 8.3 and 8.4, for the Escrow Agent purpose of providing a fund to assure the payment of the aforesaid expenses when and as they come due; and (c) if applicable, any owner's association fee, condominium association fee, or any other similar fee, cost, assessment or charge. Such amounts shall be applied to the payment of the obligations in respect to which such amounts were deposited or, at the option of the Beneficiary, to the payment of such obligations in such order of priority as the Beneficiary shall determine, on or before the date they become delinquent. If the Beneficiary determines, prior to the due date of any of the aforementioned obligations, that the amount then on deposit shall be insufficient for this transactionthe payment of such obligations in full, the Grantor, within ten (10) days after demand, shall deposit the amount of the deficiency with the Beneficiary. The Escrow Agent is hereby advised to hold Beneficiary may also pay any amount as provided herein and add the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered amount to the Buyer(s)indebtedness hereby secured. Any amounts deposited with the Beneficiary or the Trustees pursuant to this Section are hereby pledged as additional security for the payment of the Loan and other obligations under the Loan Documents (collectively, the "Loan Obligations") and the Grantor does hereby grant a security interest to the Beneficiary in such amounts. Any amounts deposited with the Beneficiary pursuant to the provisions of this Section shall not be, nor be deemed to be, trust funds, nor shall they operate to curtail or reduce the Loan Obligations. Such funds so deposited with the Beneficiary or the Trustee pursuant to this Section shall be maintained in an escrow account with the Beneficiary, without interest, separate and apart from the Grantor's other funds. The Escrow Agent is directed Beneficiary shall not be liable for any failure to pay all expenses incurred in connection with apply to the sale payment of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance obligations in respect to which such amounts were deposited unless the Seller(s) are entitled to Grantor, while no Event of Default exists hereunder, shall have requested the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond Beneficiary in writing to a certified letter make application of such deposits then on hand to the payment of particular escrow items, which request shall be accompanied by the bills therefor. The Beneficiary may, in its sole discretion, at any time and from time to time, waive the escrow agent within seven (7) days requirements of receipt thereof or failure this Section 7.17. Notwithstanding any other provision of this Section 7.17, the Grantor shall not be required to make written demand for return any payment required under this Section 7.17 if such payment is required to be paid to or forfeiture on behalf of an xxxxxxx money deposit within thirty any beneficiary by any deed of trust encumbering the Trust Property (30each a "Senior Trust") days of notice of cancellation of this agreement, shall constitute consent to distribution as of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretodate hereof.

Escrow. The parties Tenant shall, on the Commencement Date and on the first (1st) day of each calendar month thereafter during the Term (or the next Business Day, if such 1st day is not a Business Day), pay to and deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against the Premises during the twelve (12) months from and after the Commencement Date (the "Escrow Commencement Date") (or any subsequent twelve (12) month period), plus (ii) one-twelfth (1/12th) of the premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period. Attached hereto make as Schedule 3.3.1-1 is a description of the premiums payable under this Lease and designate Xxxxxxxx County Abstract and Title Company the Other Leases as of the Effective Date. If the amount of the Impositions to be levied, charged, filed, assessed or imposed, or the insurance premiums to be paid, during the twelve (12) months following the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will Commencement Date (or any subsequent twelve (12) month period hereunder) cannot be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account determined as of the Escrow Agent Commencement Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Amberleigh Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during the twelve (12) months after the Escrow Commencement Date (or prior during any subsequent twelve (12) month period), if such additional deposit is required to closingprovide a sufficient fund from which to make payment of all Impositions on or before the next due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Tenant shall deliver to Landlord copies of all notices, demands, claims, bills and receipts in relation to the Impositions and insurance premiums promptly upon receipt thereof by Tenant. The parties understand that applicable Kansas real estate laws prohibit the actual or estimated amounts on account of Impositions and insurance premiums shall be adjusted annually. Attached hereto as Schedule 3.3.1-2 are Landlord's current wire transfer instructions for escrow agent payments under this Lease. Landlord may, upon advance written notice thereof to Tenant, designate alternative means of payment and payees from distributing the xxxxxxx money, once deposited, without the consent of all parties time to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretotime.

Escrow. The parties hereto make Trustor, in order to more fully protect the security of the Deed of Trust, does hereby covenant and designate Xxxxxxxx County Abstract agree that, if Trustor shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Title Company Huntington does not then elect to exercise its other remedies, then Trustor shall, upon request of Huntington, pay to Huntington on the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow first day of each month, until the purchase price has been paid in full; at Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Huntington shall hold such monthly payments which time may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Trustor agrees that sufficient funds shall be so accumulated for the Deed will be delivered payment of said charges one (1) month prior to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection due date thereof and that Trustor shall furnish Huntington with proper statements covering the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(ssame fifteen (15) are entitled days prior to the Seller(s) or Sellers’ assignsdue dates thereof. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) the Trust Property is sold pursuant to the power of sale contained herein, or Buyer’s lender needs if Huntington should take a closing protection letter or other insurance coverage other than legal malpractice insurance available through deed in lieu thereof, the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) amount so accumulated shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the on account of the Escrow Agent at unpaid principal or prior interest. If the total of the monthly payments as made under this Section 7 shall exceed the payments actually made by Huntington, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 7 shall be insufficient to closing. The parties understand that applicable Kansas real estate laws prohibit pay such taxes, assessments, and insurance premiums then due, then said Trustor shall pay upon demand the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure amount necessary to make written demand for return or forfeiture up the deficiency, which payments shall be secured by the Deed of an xxxxxxx money deposit within thirty (30) days of notice of cancellation Trust. To the extent that all the provisions of this agreementSection 7 for such payments of taxes, assessments, and insurance premiums to Huntington, are complied with, Trustor shall constitute consent be relieved of compliance with the covenants contained in Sections 5 and 6 herein as to distribution of the xxxxxxx money amounts paid only, but nothing contained in this Section 7 shall be construed as suggested in any such certified letter, or as demanded by way limiting the other party heretorights of Huntington at its option to pay any and all of said items when due.

Escrow. The parties hereto make If requested by the Collateral Agent at any time following and designate Xxxxxxxx County Abstract during the continuance of a Default (as defined in Article IV hereof) in order to secure the performance and Title Company discharge of Grantor’s obligations under Subparagraphs (f) and (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Escrow Collateral Agent a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this transaction. The Escrow Subparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Mortgaged Property) against the Mortgaged Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by the Collateral Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered and prorated to the Buyer(s). The Escrow Agent end of the calendar month following the month during which this Mortgage is directed to pay all expenses incurred in connection executed and delivered, and thereafter will deposit with the sale Collateral Agent, on each date when an installment of principal and/or interest is due on the above-described real estateNotes, including a real estate commission of the gross proceeds sufficient funds (as estimated from the sale. The Escrow/Closing Agent shall pay over the balance time to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed time by the parties hereto that funds Collateral Agent) to close must be fully settled and unconditionally credited permit the Collateral Agent to the account of the Escrow Agent pay, at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within least thirty (30) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of notice insurance. The Collateral Agent shall have the right to rely upon tax information furnished by applicable taxing authorities in the payment of cancellation such taxes or assessments and shall have no obligation to make any protest of this agreementany such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Collateral Agent for future use, applied to any Indebtedness or refunded to Grantor, at the Collateral Agent’s option, and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the Collateral Agent. All such funds so deposited shall bear no interest whatsoever, shall constitute consent to distribution be kept separate and not be mingled with the general funds of the xxxxxxx money Collateral Agent and shall be applied by the Collateral Agent toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to the Collateral Agent by Grantor (such statements to be presented by Grantor to the Collateral Agent within a reasonable time before the applicable amount is due); provided, however, that, if a Default (as suggested hereinafter defined) shall have occurred and be continuing hereunder, such funds may at the Collateral Agent’s option be applied to the payment of the Indebtedness in the order determined by the Collateral Agent in its sole discretion, and that the Collateral Agent may at any time, in its sole discretion, apply all or any part of such funds toward the payment of any such certified lettertaxes, assessments, charges or as demanded premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor’s interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor’s interest in and rights to such funds held by the other party heretoCollateral Agent under this Subparagraph but subject to the rights of the Collateral Agent hereunder.

Escrow. The parties On the date hereof, Borrowers shall deposit with Administrative Agent the aggregate amount set forth on Schedule 9.14 hereto make as being required to complete the Required Repairs and designate Xxxxxxxx County Abstract and Title Company the Escrow Administrative Agent for this transaction. The Escrow Agent is hereby advised shall cause such amount to hold be transferred to an interest bearing account (the “Deed” Required Repairs Reserve”). Provided no Potential Default or Event of Default shall have occurred and is continuing, Administrative Agent shall disburse funds held in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered Required Repairs Reserve to the Buyer(sapplicable Borrower, within fifteen (15) days after the delivery by a Borrower to Administrative Agent of a request therefor (but not more often than once per month). The Escrow Agent is directed , in increments of at least $10,000, accompanied by the following items (which items shall be in form and substance satisfactory to pay Administrative Agent): (i) a certificate from such Borrower (A) certifying that the Required Repairs or any portion thereof which are the subject of the requested disbursement have been completed in a good and workmanlike manner and in accordance with all expenses incurred applicable legal requirements, (B) identifying each Person that supplied materials or labor in connection with the sale such Required Repairs or any portion thereof and (C) stating that each such Person has been or, upon receipt of the above-described real estaterequested disbursement, including a real estate commission will be paid in full with respect to the portion of the gross proceeds Required Repairs which is the subject of the requested disbursement; (ii) copies of appropriate lien waivers or other evidence of payment satisfactory to Administrative Agent; (iii) at Administrative Agent’s option, a title search for the relevant Project indicating that it is free from all liens not previously approved by Administrative Agent; (iv) a copy of each license required to be obtained with respect to the sale. The Escrow/Closing portion of the Required Repairs which is the subject of the requested disbursement; and (v) such other evidence as Administrative Agent shall pay over reasonably request that the balance to Required Repairs which are the Seller(s) are entitled subject of the requested disbursement have been completed and paid for. Provided no Potential Default or Event of Default shall have occurred and is continuing, upon each Borrower’s completion of all Required Repairs in accordance with this Section 2.6.2, Administrative Agent shall release any funds remaining in the Required Repairs Reserve, if any, to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoBorrower.

Escrow. The parties hereto Tenant shall, on the fifth (5th) day of each calendar month during the Term applicable to each Leased Property (or the next Business Day, if such 5th day is not a Business Day), pay to and deposit with Landlord a sum equal to (i) one twelfth (1/12th) of the Impositions to be levied, charged, filed, assessed or imposed upon or against such Leased Property during the twelve (12) months from and after the Effective Date (or any subsequent twelve (12) month period), plus (ii) a sum equal to the product of (x) one-twelfth (1/12th) of the premiums for the insurance policies required pursuant to Section 14 hereof that are payable during such twelve (12) month period times (y) a fraction, the numerator of which equals the Fixed Rent applicable to such Leased Property and the denominator of which equals the aggregate Fixed Rent for the Premises. If the amount of the aforesaid Impositions to be levied, charged, filed, assessed or imposed, or the aforesaid insurance premiums to be paid, during such twelve (12) month period (or any subsequent twelve (12) month period hereunder) cannot be determined as of the Effective Date (or the commencement of any subsequent twelve (12) month period), such amount for the purpose of computing the deposit to be made by Tenant hereunder shall be estimated by Landlord with an appropriate adjustment to be promptly made between Landlord and Tenant as soon as such amount becomes determinable. Landlord may, at its option, from time to time require that any particular deposit be greater than one-twelfth (1/12th) of the estimated Imposition and/or insurance premium amount payable during any twelve (12) month period, if such additional deposit is required to provide a sufficient fund from which to make payment of all Impositions on or before the next due date of any installment thereof, or to make payment of any required insurance premiums not later than the due date thereof. Tenant shall deliver to Landlord copies of all notices, demands, claims, bills and designate Xxxxxxxx County Abstract receipts in relation to the Impositions and Title Company the Escrow Agent for this transactioninsurance premiums promptly upon receipt thereof by Tenant. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale actual or estimated amounts on account of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) Impositions and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) premiums shall be responsible for any additional fees attributable adjusted annually as to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoeach Leased Property.

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

Escrow. The parties hereto make Contemporaneously with the execution of this Agreement, the Borrower shall executed an escrow agreement with the Lender as escrow holder (the "Escrow Agreement") in the form of Exhibit F to this Agreement and designate Xxxxxxxx County Abstract shall execute and Title Company deliver to the Escrow Agent Holder a certificate for this transaction20,027 shares of Common Stock as a portion of the number of Conversion Shares (based upon a conversion price of $0.75 per share) underlying the principal amount of the Note evidencing the initial Loan plus interest for the term and the number of Warrant Shares for which the Warrants shall be exercisable upon funding the initial Loan. The Prior to each additional Loan, the Borrower shall execute and deliver to the Escrow Agent is hereby advised to hold Holder a certificate for 100% of the “Deed” in Escrow number of additional Conversion Shares (based upon a conversion price of $0.75 per share) underlying the principal amount of the Note evidencing that Loan plus interest for the term and 100% the number of additional Warrant Shares for which the Warrants shall be exercisable upon funding that Loan, until all of the purchase price has Conversion Shares and Warrant Shares have been paid in full; at which time the Deed will be delivered to the Buyer(s)Escrow Holder. The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) All certificates for Conversion Shares and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Warrant Shares delivered to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding Holder shall be registered in the definition name of good funds under Kansas lawInfinity Financial Group, it Inc. Until such time as the registration statement covering the Conversion Shares and the Warrant shares is agreed by effective, the parties hereto certificates shall bear a legend indicating that funds to close must be fully settled and unconditionally credited to they have been issued in a transaction that is exempt from the account registration requirements of the Escrow Agent at Securities Act, and may not be transferred except pursuant to registration under the Securities Act or prior to closingan exemption from such registration. The parties understand that applicable Kansas real estate laws prohibit Except for such legend, the escrow agent from distributing Common Stock underlying the xxxxxxx moneyLender's Warrant and the Lender's Warrant shall be free and clear of any legends, once depositedliens, without claims, stop orders or other restrictions. Not later than the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from third Business Day following the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution effective date of the xxxxxxx money as suggested Registration Statement, the Borrower shall cause the Common Stock underlying the Lender's Warrant to be registered in Lender's name free and clear of any such certified letterlegends, liens, claims, stop orders or as demanded by the other party heretorestrictions.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company As security for Cardo’s indemnification obligations hereunder, Parent shall deposit with the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold ten percent (10%) of the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred shares of Parent Common Stock issued in connection with the sale of Merger pursuant to Article III to each Historical Cardo Member (the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s“Cardo Escrowed Securities”) are entitled pursuant to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent at or Agreement and this Article IX. The Cardo Escrowed Securities shall be released in accordance with the terms of the Escrow Agreement on the date that is one (1) year after the Closing Date (such period, the “Escrow Period”), except with respect to a number of such Cardo Escrowed Securities as reasonably determined by the board of directors of Parent to be necessary to satisfy any unresolved claim made pursuant to this Article IX in writing prior to closingsuch release date, which securities shall be held pursuant to the terms of the Escrow Agreement until such claim is fully and finally resolved. The parties understand that applicable Kansas real estate laws prohibit Parent shall be entitled to recover the escrow agent from distributing Damages for which Cardo is obligated to provide indemnification hereunder against the xxxxxxx moneyCardo Escrowed Securities on a pro rata basis based on the number of such securities issued to each holder thereof and held in such escrow, once depositedand the aggregate number of Cardo Escrowed Securities subject to such recovery shall be determined by dividing the amount of such indemnifiable Damages, without as fully and finally determined to be due by the consent mutual agreement of all parties the board of directors of Parent and the Members’ Representatives or by a court of competent jurisdiction, as applicable, by the average closing price per share of Parent Common Stock on the OTCBB or Eligible Market, as applicable, for the ten (10)-day period ending on the day prior to this agreementsuch determination. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter Delivery of Cardo Escrowed Securities from the escrow agent within seven (7) days account to the Historical Cardo Members shall be made pro rata based on the number of receipt thereof or failure to make written demand for return or forfeiture shares of an xxxxxxx money deposit within thirty (30) days Parent Common Stock deposited in such escrow account in respect of notice of cancellation each Historical Cardo Member. Any provisions of this agreementAgreement to the contrary notwithstanding, the Parent Indemnified Parties’ sole remedy for indemnification claims hereunder shall constitute consent be to distribution recover against the Cardo Escrowed Securities; provided, however, (i) the foregoing shall not apply in the case of a Parent Indemnified Party seeking specific performance or injunctive or other equitable relief, and (ii) no Parent Indemnified Party shall be deemed to have waived any rights, claims, causes of action or remedies if and to the xxxxxxx money as suggested in any extent (A) such certified letterrights, claims, causes of action or remedies may not be waived under applicable Laws, or as demanded (B) fraud is proven on the part of a Parent Indemnified Party by the other an indemnifying party hereto.

Escrow. The parties hereto make Trustor shall pay to Lender, on the day monthly installments of principal and/or interest are payable under the Note (or on another day designated in writing by Beneficiary) and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been Note is paid in full; at which , a sum (herein "Funds") equal to one-twelfth of (a) the yearly taxes and assessments that may be levied on the Mortgaged Property, and (b) the yearly premium installments for fire and other hazard insurance, rent loss insurance and such other insurance covering the Mortgaged Property as Lender may require pursuant to Section 2.2.11 of this Deed of Trust, all as reasonably estimated initially and from time to time by Lender so that Lender may pay the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred items identified in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s(a) and Buyer(s(b) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution above at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within least thirty (30) days prior to their respective due dates. On the date the Loan is funded, an account shall be established by Lender for the deposit of Funds in an amount equal to the next assessment or levy of real estate and/or property taxes and insurance premiums on the Mortgaged Property minus the monthly Fund installments remaining before such assessment, levy, or premium installment is due. Thereafter, Funds shall be deposited in said account as provided above. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust, Lender may apply, in any amount and in any order as Beneficiary shall determine in Lender's sole and absolute discretion, any Funds held by Lender at the time of application (i) to pay taxes, assessments and insurance premiums that are now or will hereafter become due or (ii) as a credit against sums secured by this Deed of Trust. Upon payment in full of all sums secured by this Deed of Trust, Lender shall promptly refund to Trustor any Funds held by Lender. Lender shall make no charge for so holding and applying the Funds, analyzing said account or for verifying and compiling said assessments and bills. Lender shall not be required to pay Trustor any interest, earnings or profits on the Funds. The Funds are pledged, free and clear of any creditor liens, and a security interest is hereby granted to Lender therein, as additional security for the sums secured by this Deed of Trust and shall be subject to the right of set-off. If the amount of the Funds held by Lender shall exceed the amount deemed necessary by Lender to provide for the payment of taxes, assessments and insurance premiums thirty (30) days prior to the date when they become due and payable, such excess shall be credited to Trustor on the next monthly installment or installments of Funds due. If at any time the amount of the Funds held by Beneficiary shall be less than the amount deemed necessary by Lender to pay taxes, assessments and insurance premiums, Trustor shall pay to Lender any amount necessary to make up the deficiency within fifteen (15) days after notice from Lender to Trustor requesting payment thereof and at least thirty (30) days prior to the date when they become due and payable. The conveyance or transfer of cancellation Trustor’s interest in the Mortgaged Property for any reason (including, without limitation, the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Trustor’s interest in and rights to such funds held by Lender under this Section but subject to the rights of Lender hereunder. Lender may waive in a separate writing the escrow provisions of this agreement, Section 2.2.15 upon such terms and conditions as it shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretorequire.

Escrow. The parties hereto make On the Closing Date, Purchaser shall, on behalf of Seller, pay to the Escrow Agent, as agent to Purchaser and designate Xxxxxxxx County Abstract and Title Company Seller, in immediately available funds, to the account designated by the Escrow Agent for (the "Escrow Account"), an amount equal to five percent (5%) of the Estimated Purchase Price (such amount, as it may be subsequently reduced pursuant to this transactionSection 9.5, the "Escrow Amount"), in accordance with the terms of this Agreement and the Escrow Agreement. The Any payment Seller is obligated to make to any Purchaser Indemnified Parties pursuant to this Article IX shall be paid first, to the extent there are sufficient funds in the Escrow Account, by release of funds to the Purchaser Indemnified Parties from the Escrow Account by the Escrow Agent within five (5) Business Days after the date notice of any sums due and owing is hereby advised given to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered Seller (with a copy to the Buyer(sEscrow Agent pursuant to the Escrow Agreement) by the applicable Purchaser Indemnified Party and shall accordingly reduce the Escrow Amount and, second, to the extent the Escrow Amount is insufficient to pay any remaining sums due, then Seller shall be required to pay all of such additional sums due and owing to the Purchaser Indemnified Parties by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. On the first anniversary of the Closing Date, the Escrow Agent shall release the Escrow Amount (to the extent not utilized to pay Purchaser for any indemnification claim) to Seller, except that the Escrow Agent shall retain an amount equal to the amount of claims for indemnification under this Article IX asserted prior to such anniversary but not yet resolved ("Unresolved Claims"). The Escrow Amount retained for Unresolved Claims shall be released by the Escrow Agent is directed (to the extent not utilized to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible Purchaser for any additional fees attributable to such claims resolved in favor of Purchaser) upon their resolution in accordance with this Article IX. For the change in escrow or closing agent. Buyer(s) shall be responsible for avoidance of doubt, the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account release of the Escrow Agent at or prior Amount to closing. The parties understand that applicable Kansas real estate laws prohibit Seller after the escrow agent from distributing first anniversary of the xxxxxxx money, once deposited, without the consent of all parties Closing Date pursuant to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, Section 9.5 shall constitute consent to distribution not prejudice any of the xxxxxxx money as suggested in any such certified letter, or as demanded by rights of the other party heretoPurchaser Indemnified Parties to seek indemnification from Seller under this Agreement.

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

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Escrow shall be opened within three (3) business days after the Escrow Agent for Effective Date. For purposes of this transactionAgreement, the "Close of Escrow" or the “Closing" shall mean the date on which the Deed (as defined in Paragraph 2A. below) is recorded in the Official Records of Xxxxx County. The Close of Escrow Agent shall occur on or before the date which is hereby advised to hold thirty (30) days after the Approval Date (the “Deed” in Escrow until Closing Date”); provided, however, Buyer shall have the purchase price has been paid in fullright, by delivery of written notice to Seller no less than three (3) business days prior to the Closing Date, to extend the Closing Date for up to thirty (30) days if needed to finalize Buyer’s acquisition financing for the Property; provided further that Buyer otherwise approves the Property, at which time the Deed Deposit shall be deemed non-refundable to Buyer except in the event of default by Seller or as otherwise provided herein. At the time of the extension notice, Buyer will deposit an additional One Million Five Hundred Thousand Dollars ($1,500,000.00) (“Additional Deposit”) which Additional Deposit shall be delivered added to the Buyer(s)Deposit. The Escrow Agent is directed to pay all expenses incurred in connection with Additional Deposit shall not be required if Buyer does not extend the sale of the above-described real estate, including a real estate commission of the gross proceeds from the saleClosing. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) Deposit and Buyer(s) Responsibilities: Additional Deposit (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(sand all interest thereon) shall be responsible credited toward the Purchase Price as Closing. The provisions hereof shall constitute joint instructions to Escrow Agent to consummate the purchase in accordance with the terms and provisions hereof; provided, however, that the parties shall execute such additional escrow instructions, not inconsistent with the provisions hereof, as may be deemed reasonably necessary to carry out the intentions of the parties as expressed herein. If there is a conflict between the provisions of the additional escrow instructions and the provisions of this Agreement, the provisions of this Agreement shall control. The cost of escrow shall be paid ½ by Buyer and ½ by Seller. Buyer shall pay the cost of its third party reports and any updates to the survey delivered to Buyer that may be required by Buyer or its lender. Each party shall pay its own legal fees. Any county and/or city documentary, deed, stamp, transfer taxes or other fees or charges associated with the recording of the Deed shall be paid by Seller. Seller shall pay the cost of the standard ALTA coverage premium for the Title Policy (as defined below). Buyer shall pay the ALTA extended coverage portion of the premium for the Title Policy and the premium for any additional fees attributable endorsements to the change in escrow or closing agent. Buyer(s) Title Policy requested by Buyer (provided, however, Seller shall be responsible for the cost of any endorsements that Seller elects to procure to address any title matters disapproved by Buyer). All other closing costs of filing shall be apportioned between Seller and Buyer in the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas lawmanner customary in Xxxxx County, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoNevada.

Escrow. The parties hereto make At the option of Mortgagee, if an Event of Default should occur and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised be continuing hereunder, Mortgagor shall deposit monthly with Mortgagee an amount, as estimated by Mortgagee, which, when added to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed such other deposits, will be delivered sufficient to pay when due all ground rents, if any, taxes, assessments, insurance premiums and similar charges relating to the Buyer(s). The Escrow Agent is directed Premises which next become due with respect to the Premises and to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall such additional amount as may be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure necessary to make written demand for return up any deficiency in the funds available to pay the same on or forfeiture of an xxxxxxx money deposit within before thirty (30) days before the date when such ground rents, taxes, assessments, premiums and charges become due and payable. All such deposits shall be held by Mortgagee without interest and free of any lien or claim of Mortgagor's creditors, to be used by Mortgagee to pay such ground rents, taxes, assessments, premiums and other charges as the same become due and payable. Any excess in such deposits shall be credited on subsequent deposits to be made hereunder. Monthly accruals of real estate taxes shall be based upon one-twelfth (l/12th) of the estimated annual real estate taxes on the Premises. If at any time the deposits held by Mortgagee are insufficient to pay any ground rents, taxes, assessments, insurance premiums or other charges, Mortgagor, upon receipt of notice of cancellation of this agreementthereof, shall constitute consent deposit with Mortgagee such additional funds as may be necessary, in the judgment of Mortgagee, to distribution of the xxxxxxx money as suggested remove such deficiency. Mortgagee shall not be liable for any unintentional delay or error in paying any such certified letterground rents, taxes, assessments, insurance premiums or as demanded by the other party heretocharges.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company At the Effective Time, the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will Deposit shall be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Parent to the Escrow Agent’s financial institution at or prior , to closing. Notwithstanding be held for a period ending on the definition of good funds under Kansas lawEscrow Release Date, it is agreed by provided, however, that the parties hereto that funds to close must be fully settled and unconditionally credited to the account one half of the Escrow Agent at or Deposit representing five percent (5%) of the Merger Consideration shall be released to the Shareholder on the six (6) month anniversary of the Closing Date if no Claim Notice has been delivered prior to closingthat time, except the Escrow Deposit may be withheld after the Escrow Release Date to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The parties understand Escrow Deposit shall be held and disbursed by the Escrow Agent in accordance with an Escrow Agreement in the form attached hereto as EXHIBIT B. For the purpose of any claim against the Escrow Deposit hereunder, the value per share of shares retained in the Escrow Deposit shall be deemed to be the Closing Market Price. Except with respect to claims based on the obligations provided in Articles IV and VIII and Sections 3.4, 3.9, 3.11 and 13.5 and for fraud committed by the Company or the Shareholder, which are not limited in amount, if the Closing occurs, Parent and Acquisition Corp. agree that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties Parent's right to indemnification pursuant to this agreement. Buyer(s) Article 12 shall constitute Parent's and Seller(s)s agree that failure by either Acquisition Corp.'s sole and exclusive remedy and recourse against the Shareholder for Losses attributable to respond in writing to a certified letter from the escrow agent within seven (7) days any inaccuracy or breach of receipt thereof any representation or warranty, or any breach or nonfulfillment of or any failure to make written demand for return perform the covenants, agreements or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreementundertakings, shall constitute consent to distribution of the xxxxxxx money as suggested Company or the Shareholder which is contained in this Agreement or the Letters of Transmittal or any Schedule or certificate delivered pursuant the Closing. Notwithstanding anything herein to the contrary, the Shareholder shall have no liability for indemnification pursuant to this Article XII until the aggregate Losses to the Parent exceed $25,000, at which point the Shareholder shall be liable for the full amount of such certified letter, or as demanded Losses to the Parent. Except (i) with respect to claims based on fraud committed by the other party heretoCompany or the Shareholder or (ii) Losses arising under Articles IV or VIII or Sections 3.4, 3.9, 3.11 or 13.5, the maximum liability of the Shareholder shall be limited to the Escrow Deposit.

Escrow. The parties hereto make Trustor, in order to more fully protect the security of the Deed of Trust, does hereby covenant and designate Xxxxxxxx County Abstract agree that, if Trustor shall fail to timely pay taxes, assessments or insurance premiums as provided above, or in the event of any other default and Title Company Beneficiary does not then elect to exercise its other remedies, then Trustor shall, upon request of Beneficiary, pay to Beneficiary on the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow first day of each month, until the purchase price has been paid in full; at Indebtedness is fully paid, a sum equal to one-twelfth (1/12) of the known or estimated yearly taxes, assessments, premiums for such insurance as may be required by the terms hereof. Beneficiary shall hold such monthly payments which time may be mingled with its general funds, without obligation to pay interest thereon, unless otherwise required by applicable law, to pay such taxes, assessments, and insurance premiums when due. Trustor agrees that sufficient funds shall be so accumulated for the Deed will be delivered payment of said charges one (1) month prior to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection due date thereof and that Trustor shall furnish Beneficiary with proper statements covering the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(ssame fifteen (15) are entitled days prior to the Seller(s) or Sellers’ assignsdue dates thereof. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) the Trust Property is sold pursuant to the power of sale contained herein, or Buyer’s lender needs if Beneficiary should take a closing protection letter or other insurance coverage other than legal malpractice insurance available through deed in lieu thereof, the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) amount so accumulated shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the on account of the Escrow Agent at unpaid principal or prior interest. If the total of the monthly payments as made under this Section 7 shall exceed the payments actually made by Beneficiary, such excess shall be credited on subsequent monthly payments of the same nature, but if the total of such monthly payments so made under this Section 7 shall be insufficient to closing. The parties understand that applicable Kansas real estate laws prohibit pay such taxes, assessments, and insurance premiums then due, then said Trustor shall pay upon demand the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure amount necessary to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreementup the deficiency, which payments shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded be secured by the other party hereto.the

Escrow. The parties hereto make In order to secure the performance and designate Xxxxxxxx County Abstract discharge of Grantor's obligations under subparagraphs (f) and Title Company (h) of this Paragraph 2.2, but not in lieu of such obligations, Grantor will deposit with the Escrow Agent Noteholder, concurrently with the execution and delivery of this Mortgage, a sum equal to ad valorem taxes, assessments and charges (which charges for the purpose of this transactionparagraph shall include without limitation ground rents and water and sewer rents and any other recurring charge which could create or result in a lien against the Property) against the Property for the current year and the premiums for such policies of insurance for the current year, all as estimated by the Noteholder and prorated to the end of the calendar month following the month during which this Mortgage is executed and delivered, and thereafter will deposit with the Noteholder, on each date when an installment of principal and/or interest is due on the Note, sufficient funds (as estimated from time to time by the Noteholder) to permit the Noteholder to pay, at least fifteen (15) days prior to the due date thereof, the next maturing ad valorem taxes, assessments and charges and premiums for such policies of insurance. If any such escrow funds are not paid to the Noteholder within ten (10) days from the date same shall become due, Grantor shall pay a late or collection charge equal to the lesser of (a) the maximum lawful rate as permitted by applicable law (as such term is defined in Section 5.15 hereof), or (b) five percent (5%) of the unpaid escrow amount. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent Noteholder shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves have the right to require rely upon tax information furnished by applicable taxing authorities in the balance payment of such taxes or assessments and shall have no obligation to make any protest of any such taxes or assessments. Any excess over the amounts required for such purposes shall be held by the Noteholder for future use or refunded to Grantor, at the Noteholder's option; and any deficiency in such funds so deposited shall be made up by Grantor upon demand of the purchase price to Noteholder. All such funds so deposited shall not bear interest, may be provided mingled with the general funds of the Noteholder and shall be applied by Certified Funds or bank wire transfer the Noteholder toward the payment of such taxes, assessments, charges and premiums when statements therefor are presented to the Escrow Agent’s financial institution Noteholder by Grantor (which statements shall be presented by Grantor to the Noteholder a reasonable time before the applicable amount is due) ; provided, however, that, if a default shall have occurred hereunder, such funds may at or prior the Noteholder's option be applied to closing. Notwithstanding the definition payment of good funds under Kansas law, it is agreed the secured indebtedness in the order determined by the parties hereto Noteholder in its sole discretion, and that the Noteholder may at any time, in its discretion, apply all or any part of such funds (including accrued interest thereon) toward the payment of any such taxes, assessments, charges or premiums which are past due, together with any penalties or late charges with respect thereto. The conveyance or transfer of Grantor's interest in the Property for any reason (including without limitation the foreclosure of a subordinate lien or security interest or a transfer by operation of law) shall constitute an assignment or transfer of Grantor's interest in and rights to close must be fully settled and unconditionally credited such funds held by the Noteholder under this subparagraph (n) but subject to the account rights of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoNoteholder hereunder.