Common use of Disbursement of Escrowed Funds Clause in Contracts

Disbursement of Escrowed Funds. (a) In the event the Escrow Agent receives written notice from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow Agent. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds to the Company solely in accordance with and pursuant to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreement. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. (a) In the event the Escrow Agent receives written notice from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow Agent. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds at the times, to the Company solely party and in accordance with and pursuant the amounts set forth in the Escrow Agreement Supplement which is attached hereto. The procedure to be followed relative to disbursements shall be as follows: a) Escrow Agent shall disburse the terms of such Escrowed Funds Disbursement Noticewithin one (1) business day following receipt of a written request for disbursement substantially in the form of the statement set forth on Attachment 2, unless the Escrowed Funds have been deposited in an account that prohibits withdrawal of funds on one day’s notice, in which event Escrow Agent shall disburse the Escrowed Funds within one (1) business day following the earliest date funds may be withdrawn from the account. (cb) The Company hereby designates, on Exhibit C hereto, its authorized representatives written request for purposes of this Escrow Agreement (each such individual, disbursement shall be executed by someone representing himself as being an “Authorized Representative” officer of the Company)party entitled to receive the disbursement, and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for in the Escrow Account(s) established under this Escrow Agreement. (d) The Company mayAgreement Supplement, at any time, amend Exhibit C by signing and submitting shall be sent to Escrow Agent an amended Exhibit C. Any by facsimile transmission to the following facsimile number: 000 000-0000, attention: Xxxxxx X. Xxxxx/Xxxx Xxxxxx. c) A courtesy copy of the request shall be sent by the party making the request to the other party; provided, however, neither the sending of a copy to such amended Exhibit C other party nor the receipt of a copy by such party shall not be effective unless and until the a prerequisite to Escrow Agent acknowledges such amendment by countersigning complying with the amended Exhibit C. Escrow Agent requesting party’s request for a disbursement. The courtesy copy shall be entitled sent by facsimile transmission to a reasonable time to act to implement any changes on an updated Exhibit C.the recipient party’s facsimile number set forth in paragraph 1 above. (ed) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release Each disbursement of Escrowed Funds pursuant shall be accompanied by a notice of disbursement of Escrowed Funds substantially in the form of the notice set forth on Attachment 3. If the disbursement is made by check, the notice of disbursement shall accompany the check. If the disbursement is made by wire transfer of funds, the notice of disbursement shall be sent to Escrowor and Escrowee by facsimile transmission to the terms of Section 6 below) facsimile numbers as set forth in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4paragraph 1 above.

Disbursement of Escrowed Funds. (a) In accordance with the event provisions set forth below, the Escrow Agent receives written notice Escrowed Funds will be used: (i) to fund the obligations of the Shareholder Representative to pay any post-Closing working capital adjustment pursuant to Section 3.9 of the Merger Agreement, and (ii) to pay any Losses properly payable to any Parent Indemnified Parties from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Escrow Agent shall disburse to the Purchaser solely in accordance with and Escrowed Funds pursuant to the terms Article XI of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow AgentMerger Agreement . (b) In From time to time on or before the event eighteen (18) month anniversary of the date hereof (the “Termination Date”), Parent may give written notice to the Representative and Escrow Agent (a “Claim Notice”) specifying (i) in reasonable detail, the nature and dollar amount of any claim (a “Claim”) for Escrowed Funds that Parent has under the Merger Agreement as contemplated by Section 3(a) above, and (ii) the amount of such Claim. If the Representative gives written notice to Parent and the Escrow Agent receives disputing any Claim (a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Counter Notice”) within thirty (30) calendar days following receipt by the Representative of the applicable Claim Notice, such Claim shall be resolved by Parent and the Representative as used hereinprovided in Section 3(d) of this Escrow Agreement. Until such resolution, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as amount of the context may require ) Claim shall not be paid by the Escrow Agent shall disburse the Escrowed Funds to the Company solely in accordance with and pursuant to the terms of such Escrowed Funds Disbursement Noticeeither party. (c) The Company hereby designatesIf no Counter Notice is received by Escrow Agent within such thirty (30) calendar day period, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” Agent shall pay the dollar amount set forth in the Claim Notice to Parent from the Escrowed Funds. Escrow Agent shall not be required to inquire into or consider whether a Claim complies with the requirements of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Merger Agreement. (d) The Company mayIf a Counter Notice is given with respect to a Claim, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless make payment with respect thereto only in accordance with (i) joint written instructions of Parent and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Representative, or (ii) a final non-appealable order of a court of competent jurisdiction. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4such court order.

Disbursement of Escrowed Funds. So that Landlord may pay for the costs of any completed Escrowed Funds Work, the Escrowed Funds shall be disbursed to Landlord in the following manner: within one (a1) In the event the business day after receipt by Escrow Agent receives from Landlord of Landlord’s written notice request for disbursement (herein, a “Disbursement Request”) indicating the amount of the Escrowed Funds to be disbursed to pay for Tenant’s “pro rata share” of such costs (as determined pursuant to Section 4.2.2 of the Work Letter) (herein, the “Disbursement Amount”), together with (i) invoices from the Company substantially in applicable contractor(s), subcontractor(s) and other third parties (collectively, the form of Exhibit A hereto (a “Purchaser Rejection Disbursement NoticeConstruction Parties”) who performed such applicable Escrowed Funds Work evidencing such costs, and (ii) a written statement from Landlord certifying the amount set forth on such invoice that constitutes (A) Landlord’s “pro rata share” of the amount set forth on each such invoice, and (B) the Disbursement Amount (i.e., Tenant’s “pro rata share” of the amount set forth on each such invoice), Escrow Agent shall disburse to the Purchaser solely Landlord in accordance with and pursuant the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, from the Escrowed Funds, the amount of the applicable Disbursement Amount so requested by Landlord to be disbursed in the applicable Disbursement Request. It is anticipated that Landlord shall be delivering to Escrow Agent Disbursement Requests for disbursement of portions of the Escrowed Funds from time to time during the course of the construction of the Escrowed Funds Work. Notwithstanding anything in the foregoing to the terms contrary, if, following the final completion of the Purchaser Rejection Escrowed Funds Work, any Escrowed Funds remain in the Escrow Account, then Landlord shall deliver to Escrow Agent a Disbursement Notice all collected sums paid Request requesting disbursement to Landlord of such remaining Escrowed Funds (which Disbursement Request shall not be required to be accompanied by the Purchaser for Shares items described in clauses (i) and received (ii) hereinabove), and within one (1) business day after receipt by the Escrow Agent. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds such Disbursement Notice”Request, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse to Landlord in accordance with the payment instructions attached hereto as Exhibit A, or as otherwise directed by Landlord, the remaining amount of the Escrowed Funds to the Company solely in accordance with and pursuant to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow AgreementAccount. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. (a) In The parties agree that all of the event Escrowed Funds are available to satisfy the Escrow Agent receives written notice from obligation of Sellers to indemnify Horizon and Purchaser for those items set out in Sections 7.02, 7.03 and 7.04 of the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Purchase Agreement. The Escrow Agent shall disburse release all or a portion of the Escrow Deposit to Purchaser twenty (20) days following receipt by Escrow Agent of a written statement form Purchaser's Representative, a copy of which shall be provided simultaneously to Sellers stating (i) the dollar amount of any indemnification owed to Purchaser solely in accordance with and by either Seller under the Purchase Agreement, (ii) a concise statement of the facts giving rise to such claim for indemnification, (iii) that Purchaser has made a claim for such indemnification pursuant to the terms of the Purchase Agreement and (iv) that Purchaser Rejection Disbursement Notice all collected sums paid has not received payment of such indemnification amounts within twenty (20) days after delivery of such claim to the Sellers; provided that if such sworn written statement shall be disputed by the Purchaser for Shares and received by Sellers in writing delivered to Escrow Agent with a copy to Purchaser's Representative within fifteen (15) days after Escrow Agent's receipt of such written statement from Purchaser's Representative, the Escrow AgentAgent shall continue to hold in escrow the portion of the Escrow Deposit subject to such dispute until the dispute shall have been finally resolved by mutual agreement or by a court of competent jurisdiction. Any notice disputing the Purchaser's sworn written statement shall set forth a concise statement of the facts upon which Sellers are relying in disputing said sworn statement. The Escrowed Funds to be delivered to Purchaser in accordance with the preceding paragraph shall be disbursed to Purchaser or Horizon as directed by Purchaser. Except as expressly set forth in the Stock Purchase Agreement, Purchaser's failure to claim, or delay in claiming, Escrowed Funds shall not be a waiver of Purchaser's rights and shall in no way affect or prejudice Purchaser's rights and remedies against Sellers to recover any amounts due Purchaser. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form case of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”any dispute between Sellers and Purchaser as to any claim or demand for payment hereunder, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds withhold an amount sufficient to the Company solely in accordance with and pursuant to the terms of cover such Escrowed Funds Disbursement Noticeclaims or demands, until a settlement has been effected or a final judicial determination has been made. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes On the first anniversary of the date of this Escrow Agreement (each "Anniversary Date"), the amount held in escrow shall be reduced by one half to One Million Four Hundred Fifty Thousand ($1,450,000.00) Dollars, provided that no claims have been made against the Escrowed Funds. In such individualevent, an “Authorized Representative” the sum of One Million Four Hundred Fifty Thousand ($1,450,000.00) Dollars, shall be disbursed to the Sellers with the Escrow Agent continuing to hold One Million Four Hundred Fifty Thousand ($1,450,000.00) Dollars for the remaining twelve months of the Companyescrow, subject to the payment of claims as provided in Section 4(a). If however, and confirms claims have been made against the Escrowed Funds on or before the Anniversary Date, whether or not said Claims have been paid, the amount of One Million Four Hundred Fifty Thousand ($1,450,000.00) Dollars to be paid out of escrow to Sellers on the Anniversary Date shall be reduced by the amount of said claims, so that the titleEscrowed Funds which remain in escrow after the Anniversary Date shall equal the lesser of (i) the sum of One Million Four Hundred Fifty Thousand ($1,450,000.00) Dollars, contact information and specimen signature plus the amount of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions claims made against the Escrowed Funds during the first year of all types for the Escrow Account(sescrow, or (ii) established under this Escrow AgreementTwo Million Nine Hundred Thousand ($2,900,000.00) Dollars. (d) The Company may, at any time, amend Exhibit C by signing parties agree that Purchaser shall have the right to make claims to the Escrowed Funds for a period of two years after Closing ("Claim Deadline"). In the event that the aggregate of (1) claims of Purchaser paid from Escrowed Funds (2) amounts withheld to cover disputed claims and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless demands and until (3) unpaid fees and expenses of the Escrow Agent acknowledges such amendment Agent, does not exceed the proceeds deposited, Escrow Agent, on the Claim Deadline, shall pay to Sellers out of the Escrowed Funds a sum equal to the amount, if any, by countersigning which the amended Exhibit C. Escrow Agent shall be entitled proceeds deposited exceeds the aggregate of (1) amounts paid to a reasonable time or claimed by Purchaser prior to act the Claim Deadline and (2) amounts withheld to implement cover disputed claims and (3) any changes on an updated Exhibit C.fees due Escrowed Agent. (e) Notwithstanding anything to the contrary which might be set forth in this Agreement, if Escrow Agent will only release receives any dividends, distributions, interest or other income in respect of the investment of the Escrowed Funds (includingFunds, but not limited toEscrow Agent shall pay to Sellers no more frequently than monthly, a release of Escrowed Funds pursuant any such dividends, distributions, interest or other income Escrow Agent has received in respect to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one investment of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4Escrowed Funds.

Disbursement of Escrowed Funds. (a) In No later than ten (10) Business days following the event the Escrow Agent receives receipt of a written notice from the Company substantially to the Escrow Agent and Fluorometrix that indemnification is payable to SI pursuant to Section 9 of the Purchase Agreement in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) amount set forth in such notice from the Escrowed Funds, the Escrow Agent shall disburse to SI from the Purchaser solely in accordance with Escrowed Funds the amount of indemnification, unless within ten (10) Business days of confirmed delivery of such notice, Fluorometrix shall provide both Escrow Agent and pursuant to the terms of Company written advice that it disputes the Purchaser Rejection Disbursement Notice all collected sums paid notice provided by the Purchaser for Shares and received Company including the amount of indemnification sought therein. No disbursement by the Escrow Agent. (b) In Agent of that portion of the event undelivered Escrowed Funds of the amount in dispute shall be made by the Escrow Agent receives a until five (5) Business Days following receipt by the Escrow Agent and Fluorometrix of written notice advice from the Company substantially in that the form dispute has been resolved and the details of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”such resolution. In such event, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the amount in accordance with the advice unless written advice is received by the Escrow Agent from Fluorometrix within such five (5) Business day period, with a copy delivered to the Company that the dispute has not been resolved stating the amount which remains in dispute. In such event, the Escrow Agent shall disburse from the Escrowed Funds the amount, if any that is not in dispute; provided, however, the amount or amounts to be disbursed shall not in the aggregate exceed the balance of the Escrowed Funds plus interest accrued but unpaid on the balance in the Escrowed Account. (i) If on a date six months following the Closing Date the amount distributed by the Escrow Agent from the Escrow Funds plus the amount of outstanding claims for indemnification made against Fluorometrix to the Escrow Agent by the Company pursuant to the Purchase Agreement is less than $50,000 in sum, the Escrow Agent shall disburse from the Escrowed Funds to Fluorometrix the amount which represents the balance of such $50,000 such that there remains in the Escrow Account following such distribution $50,000. (ii) If on a date 12 months following the Closing Date there remains a balance of Escrowed Funds as to which the Escrow Agent has not received written notice of any outstanding claim for indemnification made against Fluorometrix by the Company solely in accordance with and pursuant to the terms Purchase Agreement, the Escrow Agent shall disburse such balance of such the Escrowed Funds Disbursement Noticeto Fluorometrix. (c) The distribution of all the Escrowed Funds shall not foreclose the prosecution by the Company hereby designates, on Exhibit C hereto, its authorized representatives against Fluorometrix of a claim or claims for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” indemnification pursuant to Section 9.2 of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Purchase Agreement. (d) The To the extent there remain Escrowed Funds which have not been disbursed as a result of a dispute between the Company mayand Fluorometrix, at any time, amend Exhibit C the Company and Fluorometrix shall use their reasonable best efforts to resolve such dispute by signing negotiation and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges shall disburse such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated balance in accordance with Section 49(b)(viii) of this Agreement.

Disbursement of Escrowed Funds. (a) In From time to time on or before the event end of the day that is twelve (12) months after the Effective Date (provided, however, that if such date is a weekend day or a day on which banks in New York, New York are ordinarily closed, the next following day that is not a weekend day or a day on which banks in New York, New York are ordinarily closed (a “Business Day”)) (the applicable date, the “Final Disbursement Date”), Purchaser may give notice (a “Notice”) to Seller and the Escrow Agent receives written notice from specifying in reasonable detail the Company substantially in the form nature and dollar amount of Exhibit A hereto any claim (a “Claim”) regarding which Purchaser Rejection Disbursement is entitled to indemnification under Section 8.1 (subject to Section 8.3(a)) of the Purchase Agreement. Purchaser may only deliver a Notice if it determines in good faith that the Claim is adequately supported by fact and permitted under the Purchase Agreement. Within fifteen (15) Business Days after receipt by Seller and Escrow Agent of the Notice regarding such a Claim, Seller may give notice to Purchaser and Escrow Agent disputing any Claim (a “Counter Notice”), if Seller determines in good faith that Seller has objection to the Claim that is adequately supported by fact and permitted under the Purchase Agreement. If a Counter Notice is timely given, the Claim shall be resolved as provided in Section 1.4(b). If no Counter Notice is timely given, then at the end of such fifteen (15) the day period, Escrow Agent shall disburse pay to Purchaser the dollar amount of the Claim set forth in the Notice from (and only to the Purchaser solely in accordance extent of) the Escrowed Funds. The Escrow Agent shall not inquire into or consider whether a Claim complies with and pursuant to the terms requirements of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow AgentPurchase Agreement. (b) In the event the Escrow Agent receives If a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, Counter Notice is timely given with respect to a Purchaser Rejection Disbursement NoticeClaim, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds make payment with respect to the Company solely such claim only in accordance with (i) joint written instructions of Seller and pursuant to the terms Purchaser, or (ii) a final order of such Escrowed Funds Disbursement Noticea court of competent jurisdiction, from which no appeal has been taken and appeal time expired or, if taken, has become final. (c) The Company hereby designatesOn the date that is six (6) months after the Effective Date (the “Six-Month Anniversary Date”), on Exhibit C hereto, its authorized representatives for purposes of this the Escrow Agreement Agent shall pay and distribute to Seller from the Escrowed Funds fifty percent (each such individual, an “Authorized Representative” 50%) of the Company)amount of Escrowed Funds then remaining after subtracting from the balance of the Escrowed Funds as of the Six-Month Anniversary Date (or if the Six-Month Anniversary Date is not a Business Day, the immediately preceding Business Day) the aggregate dollar amount of any Claims (as shown in the Notices of such Claims) timely delivered and confirms that remaining pending as of the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow AgreementSix-Month Anniversary Date. (d) The Company mayOn the first Business Day after the Final Disbursement Date, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges shall pay and distribute to the Seller the amount remaining after subtracting from the balance of the Escrowed Funds as of the end of the Final Disbursement Date (or if the Final Disbursement Date is not a Business Day, the immediately preceding Business Day) the aggregate dollar amount of any Claims (as shown in the Notices of such amendment by countersigning Claims) timely delivered and remaining pending as of the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C.Final Disbursement Date. (e) At any time, the Escrow Agent will only release shall pay part or all of the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one final order of the forms attached hereto. Such Written Direction must be delivered a court of competent jurisdiction, from which no appeal has been taken and authenticated in accordance with Section 4appeal time expired or, if taken, has become final.

Disbursement of Escrowed Funds. Other than disbursements of the Escrowed Funds pursuant to the provisions of this Agreement, the Escrow Agent will not make, and none of the parties hereto will have any right to, distributions of the Escrowed Funds. The Escrowed Funds will be distributed by the Escrow Agent in accordance with the following: (a) In Following the Determination Date, in the event that the Company delivers a Satisfaction Notice to the Investor, promptly following receipt of such Satisfaction Notice (whether from the Company or the Investor), the Escrow Agent receives written notice from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) the Escrow Agent shall disburse will distribute to the Purchaser solely in accordance with and pursuant to Investor the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow AgentEscrowed Funds. (b) In Following the Determination Date, in the event that the Company delivers a Purchase Notice to the Investor signed by an Authorized Person (as hereinafter defined) of the Company, following receipt of such Purchase Notice (whether from the Company or the Investor) and written instructions from the Investor (the “Disbursement Instructions”), signed by an Authorized Person of the Investor, the Escrow Agent receives a written notice from will distribute Escrowed Funds to the Company substantially in the form amount set forth in the Purchase Notice and the balance of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds to the Investor on the date specified in the Disbursement Instructions (the “Disbursement Date”). Escrowed Funds to be distributed to the Company solely will be distributed in cash. The parties acknowledge that any amounts to be released to the Company pursuant to this Section 9(b) will be on account of the purchase by the Investor (or the Investor’s designee, to the extent permitted by the Equity Commitment Agreement) of Investor Rights Offering Shares (which were not previously issued in accordance with and the terms of the Rights Offering) or Unsubscribed Shares pursuant to the terms provisions of such Escrowed Funds Disbursement Noticethe Equity Commitment Agreement. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes Promptly following receipt of joint written instructions of termination of this Escrow Agreement from the Company and the Investor (each such individual, an “Authorized Representative” of the CompanyTermination Instructions”), and confirms that the title, contact information and specimen signature signed by Authorized Persons of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreement. (d) The Company mayparty, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release distribute the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4Investor.

Disbursement of Escrowed Funds. (a) In If at any time on or prior to the event Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written notice from direction provided by the Company substantially or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the form Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of Exhibit A hereto this Agreement that such event has occurred (a the “Purchaser Rejection Disbursement NoticeBreak Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Custodian”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Purchaser solely in accordance with and pursuant Custodian, as directed by the Company. If the Escrow Agent has not received a Break Escrow Affidavit on or prior to the terms of Closing Date, the Purchaser Rejection Disbursement Notice all collected sums paid by Escrow Agent shall promptly return the Purchaser for Shares Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts received by the Escrow Agent. (b) In the event Agent without deduction, penalty or expense, and the Escrow Agent receives a written notice from shall notify the Company substantially and the Dealer Manager in writing of its distribution of the form funds. The subscription payments returned to each subscriber shall be free and clear of Exhibit B any and all claims of the Company or any of its creditors. The parties hereto (an “Escrowed Funds Disbursement Notice”hereby agree that, and as used hereinfor purposes of this Section 2(b), the term “Written Directionpromptly return” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) shall mean that the Escrow Agent shall disburse return the Escrowed Funds to subscribers, upon the Company solely in accordance with terms and pursuant subject to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of conditions set forth in this Escrow Agreement (each such individual, an “Authorized Representative” of the CompanySection 2(b), no later than 30 days following the Closing Date, in compliance with Rules 10b-9 and confirms that 15c2-4 promulgated under the titleSecurities Exchange Act of 1934, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreementamended. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. (a) In the event that Seller obtains the Roof Warranty Transfer for Buyer on or before , 2006 (the “Roof Warranty Deadline)” (which will be the first business day that is 180 days after the Closing Date), then Seller will provide the original thereof to Buyer and a copy to Escrow Agent, along with a disbursal request for the Escrowed Funds (a “Disbursal Request”), and Escrow Agent shall provide a copy of the Disbursal Request to Buyer within two (2) business days following Escrow Agent’s receipt of same. Ten (10) days after the date that the Disbursal Request is delivered by the Escrow Agent receives written notice from the Company substantially in the form of Exhibit A hereto (a “Purchaser Rejection Disbursement Notice”) to Buyer, the Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms release all of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow AgentEscrowed Funds to Seller, subject to Section 8 below. (b) In the event that Seller has not obtained the Roof Warranty Transfer for Buyer on or before the Roof Warranty Deadline, then at any time or times thereafter, Buyer may submit a disbursal request (another “Disbursal Request”) for disbursement out of the Escrowed Funds of an amount equal to the lesser of (A) the Escrowed Funds, or (B) (which will be the amount bid by a roofing contractor selected by Seller, to apply a GAP Topcoat Elastomeric liquid membrane coating on the Roof), in which event Escrow Agent shall provide a copy of that Disbursal Request to Seller within two (2) business days following Escrow Agent’s receipt of same. Ten (10) days after the date that the Disbursal Request is delivered by the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”to Seller, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the Escrow Agent shall shall, subject to Section 8 below, (i) disburse to Buyer the amount of the Escrowed Funds to the Company solely in accordance with and owed pursuant to the terms preceding sentence and requested in the Disbursal Request and (ii) disburse to Seller the balance (if any) of such the Escrowed Funds Disbursement NoticeFunds. (c) The Company hereby designatesIn the event that Seller did not obtain the Roof Warranty Transfer for Buyer on or before the Roof Warranty Deadline, on Exhibit C heretobut Seller obtains the Roof Warranty Transfer before Buyer has submitted a Disbursal Request under Section 4(b) above, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” then Seller will provide a copy of the CompanyRoof Warranty Transfer to Buyer and Escrow Agent, along with a disbursal request for the Escrowed Funds (another “Disbursal Request”), and confirms Escrow Agent shall provide a copy of the Disbursal Request to Buyer within two (2) business days following Escrow Agent’s receipt of same. Ten (10) days after the date that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C Disbursal Request is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreement. (d) The Company may, at any time, amend Exhibit C delivered by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning to Buyer, the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (includingto Seller, but not limited to, a release of Escrowed Funds pursuant subject to the terms of Section 6 8 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. The Escrowed Funds, including interest earned thereon that shall be accumulated in the escrow account, after expiration of such reasonable time (anot exceeding thirty days) In as shall be required to permit orderly liquidation of any investments thereof made in accordance with Section 2 hereof, shall be held by the Escrow Agent and not disbursed until one of the following events has occurred, in which event the Escrow Agent receives written notice from is authorized and directed to disburse the Company substantially Escrowed Funds, or a portion thereof, in the form manner indicated: (a) Receipt by Escrow Agent of Exhibit A hereto notice (a “Purchaser Rejection Disbursement NoticeJoint Written Direction”) from Owner and Contractor that the Escrow Agent Escrowed Funds are to be paid to Contractor. Joint Written Direction shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow Agent. (b) In the event the Escrow Agent receives mean a written notice from the Company substantially notification, in the form of Exhibit B hereto and signed by an Authorized Representative of each of Owner and Contractor (an “Escrowed Funds Disbursement Notice”, a list of whom are provided in Exhibit A-1 and as used herein, Exhibit A-2). (b) Receipt by Escrow Agent of a certified judgment of the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice Court of Claims created by Section 2743.03 of the Ohio Revised Code; provided that in the case of (as such term is defined belowi), as the context may require ) the Escrow Agent shall disburse also receive the Escrowed Funds to written waivers of the Company solely in accordance with Owner and pursuant to Contractor of their respective rights under Section 2711.09 of the terms Ohio Revised Code, unless the statutory period for exercise of such Escrowed Funds Disbursement Noticerights shall have elapsed, and in the case of (ii), the Escrow Agent shall also receive a waiver or waivers of the Owner's or Contractor’s right or rights of appeal in form and substance satisfactory to Escrow Agent, unless the period for appeal shall have elapsed; or (iii) a certified final judgment from a court of competent jurisdiction. (c) The Company hereby designates, on As soon as practicable after receipt of a written certificate signed by the Owner substantially in the form attached hereto as Exhibit C hereto(an “Owner Certificate”) stating that (i) a Contractor is in default or has breached its contract with the Owner and has not cured such violation to the Owners’ satisfaction within thirty (30) days of written notice of the default or breach to such Contractor, its authorized representatives for purposes (ii) a Contractor cannot be located after reasonable efforts by the Owner or (iii) all work related to the Project has been completed and any Escrowed Funds remaining in the Escrow Accounts are to be released, and in each case, requesting the Escrowed Funds be returned to the Owner. Once such Escrowed Funds are returned to the Owner pursuant to such request, the Escrow Agent shall have no duty or responsibility regarding such Escrowed Funds. Within thirty (30) days of this receipt by the Escrow Agreement (each such individualAgent of a Completion Certificate, an “Authorized Representative” of the Company)Order or an Owner Certificate, and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established Agent shall pay the specified amount of Escrowed Funds to the person so indicated in such Completion Certificate, Order or Owner Certificate. In no event shall the Escrow Agent be required to take any action under this Escrow Agreement. (d) The Company maySection 3, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed have received proper written notification by an Authorized Representative in the Company substantially in one form of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4a Completion Certificate, an Order or an Owner Certificate.

Disbursement of Escrowed Funds. (a) In If at any time on or prior to the event Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written notice from direction provided by the Company substantially or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the form Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of Exhibit A hereto this Agreement that such event has occurred (a the “Purchaser Rejection Disbursement NoticeBreak Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank (the “Custodian”), as directed by the Company, on the date of the first closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid Custodian, as directed by the Purchaser for Shares and received by Company. Additionally, the Escrow Agent. (b) In the event Company hereby directs the Escrow Agent receives to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a written notice from Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company substantially and the Dealer Manager in writing of its distribution of the form funds. The subscription payments returned to each subscriber shall be free and clear of Exhibit B any and all claims of the Company or any of its creditors. The parties hereto (an “Escrowed Funds Disbursement Notice”hereby agree that, and as used hereinfor purposes of this Section 2(b), the term “Written Directionpromptly return” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) shall mean that the Escrow Agent shall disburse return the Escrowed Funds to subscribers, upon the Company solely in accordance with terms and pursuant subject to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of conditions set forth in this Escrow Agreement (each such individual, an “Authorized Representative” of the CompanySection 2(b), no later than 30 days following the Closing Date, in compliance with Rules 10b-9 and confirms that 15c2-4 promulgated under the titleSecurities Exchange Act of 1934, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreementamended. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. Escrow Agent shall disburse the Escrowed Funds at the times, to the parties and in the amounts set forth as follows (a) each disbursement under Paragraph 3.1 or 3.2 below being a “Closing”): 3.1 In the event that, prior to the Minimum Deadline (as defined below in Paragraph 3.5), Escrow Agent receives as Escrowed Funds an amount of received funds which, in the aggregate, is equal to or exceeds the amount of the Minimum Offering, then, upon receipt thereafter of a written notice from the Company substantially disbursement request in the form of Exhibit A hereto Attachment 2 (a “Purchaser Rejection Disbursement Notice”) the which disbursement request shall, among other things, confirm to Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice that Issuer has accepted subscriptions for all collected sums paid by the Purchaser for Shares and received by the Escrow Agent. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, requested to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined belowbe so disbursed), as the context may require ) the Escrow Agent shall disburse the Escrowed Funds to the Company solely in accordance with Issuer and pursuant to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative Managing Agent as set forth on Exhibit C is true in such disbursement request and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types as provided in Paragraph 3.6 below. 3.2 In the event that, following a Closing for the Minimum Offering pursuant to Paragraph 3.1 above but prior to the Offering Deadline (as defined below in Paragraph 3.5), Escrow Account(sAgent receives additional received funds as Escrowed Funds hereunder which do not exceed (together with all Escrowed Funds previously disbursed under Paragraph 3.1 or this Paragraph 3.2) established under this Escrow Agreement. the amount of the Maximum Offering, then, upon receipt thereafter of a written disbursement request in the form of Attachment 2 (d) The Company maywhich disbursement request shall, at any timeamong other things, amend Exhibit C by signing and submitting confirm to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not that Issuer has accepted subscriptions for all Escrowed Funds requested to be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. so disbursed), Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release disburse the Escrowed Funds (includingto Issuer and Managing Agent as set forth in such disbursement request and as provided in Paragraph 3.6 below. 3.3 In the event that no Closing for the Minimum Offering has occurred under Paragraph 3.1 above prior to the Minimum Deadline, but not limited to, a release of then Escrow Agent shall promptly disburse the Escrowed Funds to the respective investors, together with any interest earned on and attributable to the original Escrowed Funds of such investors. 3.4 Promptly following the Offering Deadline, Escrow Agent shall promptly disburse any Escrowed Funds not disbursed pursuant to Paragraphs 3.1 or 3.2 above to the terms respective investors, together with any interest earned on and attributable to the original Escrowed Funds of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4such investors.

Disbursement of Escrowed Funds. (a) In If at any time on or prior to the event Closing Date the Minimum Offering Requirement has been met, then upon the happening of such event, the principal amount of the Escrowed Funds shall remain in the Escrow Account until the Escrow Agent receives written notice from direction provided by the Company substantially or the Dealer Manager instructing the Escrow Agent to deliver the principal amount, or a portion thereof, of such Escrowed Funds as the Company or the Dealer Manager, as the case may be, shall direct in writing. An affidavit or certification from an officer of the form Company or the Dealer Manager to the Escrow Agent stating that the Minimum Offering Requirement has been timely met, shall constitute sufficient evidence for the purpose of Exhibit A hereto this Agreement that such event has occurred (a the “Purchaser Rejection Disbursement NoticeBreak Escrow Affidavit”). The Break Escrow Affidavit shall indicate: (i) the date on which the Minimum Offering Requirement has been met (the “Break Escrow Date”); (ii) the actual total number of Shares sold as of the Break Escrow Date; and (iii) if not all, that portion of the Escrowed Funds to be transferred. Upon the receipt by the Escrow Agent of the Break Escrow Affidavit, the Escrow Agent will deliver to U.S. Bank National Association (the “Custodian”), as directed by the Company, on the date of the first [weekly] closing following the receipt of the Break Escrow Affidavit, the principal and interest earned on such Escrowed Funds to be transferred and the Escrow Agent shall disburse from that point forward, transfer on the first business day following each subsequent closing all principal and interest earned on the Escrowed Funds for the prior subscription period to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid Custodian, as directed by the Purchaser for Shares and received by Company. Additionally, the Escrow Agent. (b) In the event Company hereby directs the Escrow Agent receives to provide the Transfer Agent with all electronic files and information needed by the Transfer Agent to perform its duties as record keeper under its agreement with the Company. If the Escrow Agent has not received a written notice from Break Escrow Affidavit on or prior to the Closing Date, the Escrow Agent shall promptly return the Escrowed Funds, including interest, if any, thereon, to the subscribers, per the name, address and in the amounts provided by the Company, the Dealer Manager or the Transfer Agent to the Escrow Agent without deduction, penalty or expense, and the Escrow Agent shall notify the Company substantially and the Dealer Manager in writing of its distribution of the form funds. The subscription payments returned to each subscriber shall be free and clear of Exhibit B any and all claims of the Company or any of its creditors. The parties hereto (an “Escrowed Funds Disbursement Notice”hereby agree that, and as used hereinfor purposes of this Section 2(b), the term “Written Directionpromptly return” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) shall mean that the Escrow Agent shall disburse return the Escrowed Funds to subscribers, upon the Company solely in accordance with terms and pursuant subject to the terms of such Escrowed Funds Disbursement Notice. (c) The Company hereby designatesconditions set forth in this Section 2(b), on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” by noon of the Company)business day following the Closing Date, in compliance with Rules 10b-9 and confirms that 15c2-4 promulgated under the titleSecurities Exchange Act of 1934, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreementamended. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.

Disbursement of Escrowed Funds. (a) In After Closing, the event Escrowed Funds shall be disbursed to the payee or payees designated by Seller to persons or parties who are entitled to payment in monthly progress payments equal to the costs for the construction of the Parking Improvements in accordance with the Purchase Contract set forth in each monthly payment application submitted by Seller simultaneously to Escrow Agent receives and Buyer pertaining to the on-going construction of the Parking Improvements by the Contractor under the Construction Contract. Each monthly payment application shall be accompanied by conditional lien releases with respect to the amounts to be disbursed under the current monthly payment application (to the extent applicable) and unconditional lien releases with respect to amounts previously disbursed under prior monthly payment applications (to the extent applicable). Each monthly disbursement from the Escrowed Funds shall be disbursed by Escrow Agent to the payee or payees designated by Seller within five (5) business days following Seller’s submittal of the monthly payment application and associated lien releases referenced above. Buyer shall not contest the disbursement by Escrow Agent of each monthly disbursement as long as Seller has complied with the disbursement requirements set forth herein. Upon (i) substantial completion of the Parking Improvements by the Contractor and (ii) delivery to Buyer of the certificate of occupancy or final building card sign off pertaining to the Parking Improvements, the entire undisbursed portion of the Escrowed Funds shall be disbursed to Seller as additional sale proceeds under the Purchase Contract. Notwithstanding that the Parking Improvements may not have been substantially completed by the Contractor (and/or Buyer has not received a certificate of occupancy or final building card sign off for the Parking Improvements) by the Completion Deadline, Buyer shall have the right, at its sole discretion, to instruct that the remaining Escrowed Funds be disbursed to Seller upon confirmation to Buyer’s satisfaction that sufficient funds will continue to be held by Seller to ensure final lien-free completion of the Parking Improvements by the Contractor, or Seller provides Buyer with assurances satisfactory to Buyer that such final lien-free completion of the Parking Improvements by the Contractor shall occur. Notwithstanding the foregoing, if (after the expiration of all applicable notice and cure periods set forth in the Purchase Contract) Seller does not cause the substantial completion by the Contractor of the Parking Improvements by the Completion Deadline (as the same may be automatically extended pursuant to the Purchase Contract), Buyer may elect to terminate Seller’s rights to coordinate the construction of the Parking Improvements with the Contractor under the Purchase Contract and may request the disbursement of the remaining balance of the Escrowed Funds to Buyer by providing written notice from the Company substantially in the form of Exhibit A hereto thereof to Escrow Agent and Seller (a “Purchaser Rejection Disbursement Termination Notice”) the Escrow Agent shall disburse to the Purchaser solely in accordance with and pursuant to the terms of the Purchaser Rejection Disbursement Notice all collected sums paid by the Purchaser for Shares and received by the Escrow Agent. (b) In the event the Escrow Agent receives a written notice from the Company substantially in the form of Exhibit B hereto (an “Escrowed Funds Disbursement Notice”, and as used herein, the term “Written Direction” may refer, variably, to a Purchaser Rejection Disbursement Notice, an Escrowed Funds Disbursement Notice, or a Termination Date Disbursement Notice (as such term is defined below), as the context may require ) the . Escrow Agent shall disburse the remaining balance of the Escrowed Funds to the Company solely in accordance with and pursuant to the terms Buyer within five (5) business days following Escrow Agent’s receipt of such Escrowed Funds Disbursement Noticea Termination Notice from Buyer. (c) The Company hereby designates, on Exhibit C hereto, its authorized representatives for purposes of this Escrow Agreement (each such individual, an “Authorized Representative” of the Company), and confirms that the title, contact information and specimen signature of each such Authorized Representative as set forth on Exhibit C is true and correct. Each Authorized Representative is authorized to initiate and approve transactions of all types for the Escrow Account(s) established under this Escrow Agreement. (d) The Company may, at any time, amend Exhibit C by signing and submitting to Escrow Agent an amended Exhibit C. Any such amended Exhibit C shall not be effective unless and until the Escrow Agent acknowledges such amendment by countersigning the amended Exhibit C. Escrow Agent shall be entitled to a reasonable time to act to implement any changes on an updated Exhibit C. (e) Escrow Agent will only release the Escrowed Funds (including, but not limited to, a release of Escrowed Funds pursuant to the terms of Section 6 below) in accordance with a Written Direction signed by an Authorized Representative the Company substantially in one of the forms attached hereto. Such Written Direction must be delivered and authenticated in accordance with Section 4.