Common use of Disbursement Clause in Contracts

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies Promptly after an Indemnification Claim becomes an Established Claim, the Indemnitee Representative and the Indemnitor Representative shall jointly deliver a notice to the Escrow Agent (a “Joint Notice”) directing the Escrow Agent to pay to Indemnitee, and the Escrow Agent promptly shall pay to Indemnitee, an amount equal to the aggregate dollar amount of paid invoices and finalthe Established Claim (or, unconditional lien waivers from Tenant’s architectif at such time there remains in the Escrow Fund less than the full amount so payable, engineerthe full amount remaining in the Escrow Fund). Notwithstanding anything to the contrary, general contractor and pursuant to Section 16(f) of the Merger Agreement, no amounts shall be payable on any Established Claim until such time as the amount of such Established Claim, aggregated with all subcontractorsother Established Claims, showing that full payment has been received exceeds $120,000 (the “Deductible”). Once the aggregate value of all Established Claims exceeds the Deductible, the amount payable for the design and construction Established Claims will be all amounts in excess of Tenant’s Work; the Deductible. (ii) certification Payment of an Established Claim shall be made, after taking into account the Deductible, from Tenant’s architect the Escrow Shares pro rata from the account maintained on behalf of each Owner. For purposes of each payment, such shares shall be valued at the “Fair Market Value” (as defined below). However, in no event shall the Escrow Agent be required to calculate Fair Market Value or make a determination of the number of shares to be delivered to Indemnitee in satisfaction of any Established Claim; rather, such calculation shall be included in and engineer made part of the Joint Notice. The Escrow Agent shall transfer to Indemnitee out of the Escrow Fund that all number of Tenant’s Work has been completed shares of Parent Common Stock necessary to satisfy each Established Claim, after taking into account the Deductible, as set out in the Joint Notice. Any dispute between the Indemnitee Representative and the Indemnitor Representative concerning the calculation of Fair Market Value, or the number of shares necessary to satisfy the Deductible or any Established Claim, or any other dispute regarding a Joint Notice, shall be resolved between the Indemnitee Representative and the Indemnitor Representative in accordance with the Working Drawings approved procedures specified in Section 3(d) above, and shall not involve the Escrow Agent. Each transfer of shares in satisfaction of an Established Claim shall be made by Landlord and the Escrow Agent delivering to Parent stock certificates held in compliance with all applicable Laws; (iii) a copy each Owner’s account evidencing not less than such Owner’s pro rata portion of the building permit or job card for Tenant’s Workaggregate number of shares specified in the Joint Notice, showing that Tenant’s Work has been finally approved together with assignments separate from certificate executed in blank by such Owner and completed by the appropriate inspectors; Escrow Agent in accordance with instructions included in the Joint Notice. Upon receipt of the stock certificates and assignments, Parent shall deliver to the Escrow Agent new certificates representing the number of shares owned by each Owner after such payment. The parties hereto (ivother than the Escrow Agent) agree that the foregoing right to make payments of Established Claims in shares of Parent Common Stock may be made notwithstanding any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of agreements restricting or limiting the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) ability of any additional hard costs Owner to sell any shares of Tenant’s WorkParent stock or otherwise. Landlord The Parent Representative and the Holder Representative shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion exercise utmost good faith in all matters relating to the preparation and delivery of each Joint Notice. As used herein, “Fair Market Value” means the Construction Allowance at any time during an Event of Default by Tenant under average reported closing price for the Lease. Tenant shall not be entitled Parent Common Stock for the ten trading days ending on the last trading day prior to any credit for any unused portion of the Construction Allowanceday the Established Claim is paid.

Disbursement. Upon The Escrow Agent shall hold (a) the completion Initial Shares until the date that is twelve (12) months after the date of Tenant’s Workconsummation of a Business Combination by the Company, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, of which notice the Escrow Agent shall be accompanied notified in writing, (the “Initial Shares Escrow Period”), on which date the Escrow Agent shall, upon written instructions from the Company or counsel to the Company (provided that the Company has identified such counsel in writing prior to such event), disburse the Initial Shares to the Sponsor or its permitted transferees and (b) the Sponsor Units until the date of consummation of a Business Combination by the Company, of which the Escrow Agent shall be notified in writing, (the “Sponsor Units Escrow Period”), on which date the Escrow Agent shall, upon written instructions from the Company or counsel to the Company (provided that the Company has identified such counsel in writing prior to such event), disburse the Sponsor Units to the Sponsor or its permitted transferees; provided, however, that if the Escrow Agent is notified in writing by the Company pursuant to Section 6.7 hereof, that the Company is being liquidated at any time during either the Initial Shares Escrow Period or the Sponsor Units Escrow Period, then the Escrow Agent shall promptly destroy the certificates representing the Escrow Securities; provided further, that if, after the Company consummates a Business Combination, the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar transaction which results in all of the following Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate not less than two (collectively2) business days prior to the consummation of such transaction, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent (a “Tenant’s Completion Confirmation Notice”): ), certifying that such transaction is then being consummated, release the Escrow Securities to the Sponsor upon consummation of the transaction so that it can similarly participate. The Escrow Agent will act as soon as reasonably possible following receipt of the Confirmation Notice, but no later than two (i2) copies business days after receipt of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed Confirmation Notice. If the Escrow Agent performs in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy provisions of the building permit preceding sentence, the Escrow Agent shall not have any liability for any delay in releasing the Escrow Securities. The Escrow Agent shall have no further duties under this Section 3 after the disbursement or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy destruction of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid Escrow Securities in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowanceaccordance with this Section 3.

Disbursement. Upon The Escrow Agent shall hold the Escrow Shares until the completion of Tenantits Initial Business Combination, as defined and more fully described in the Prospectus and the Company’s WorkAmended and Restated Certificate of Incorporation (the “Initial Business Combination”), Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all whereby one-quarter of the following Escrow Shares of each Existing Stockholder will be released from escrow six (collectively, “Tenant’s Completion Notice”): (i6) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for months after the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy completion of the building permit or job card for TenantInitial Business Combination and one quarter of such Escrow Shares will be released every six (6) months thereafter, so that the final one-quarter of the Escrow Shares of each Existing Stockholder will be released upon the second anniversary of the completion of the Initial Business Combination (the “Escrow Period”). On each such date, the Escrow Agent shall, upon written instructions from each Existing Stockholder, disburse each of the Existing Stockholder’s WorkEscrow Shares to such Existing Stockholder; provided, showing however, that Tenant’s Work has been finally approved if the Escrow Agent is notified by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according Company pursuant to the approved Working Drawings and Section 4.2 hereof that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance Company is being liquidated at any time during an Event of Default by Tenant under the Lease. Tenant Escrow Period, then the Escrow Agent shall not be entitled promptly release the Escrow Shares to any credit for any unused portion the Existing Stockholders so that they can similarly participate in the distribution of the Construction Allowancefunds held in trust; provided, further, that if, after the Company consummates an Initial Business Combination and the Company or the surviving entity of such Initial Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or President of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Existing Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 2.2. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Initial Business Combination within the time period(s) specified in the Prospectus.

Disbursement. Upon (a) $35,000 of the Grant shall be allocated for the Salaries and shall be disbursed within thirty (30) days after the later to occur of (i) full execution of this Agreement, and (ii) WCSO furnishing to Triumph satisfactory evidence that it has committed or otherwise allocated $110,000 of its own Matching Funds (as described below) for the Salaries. WCSO shall submit to Triumph an Application for Disbursement on the form attached hereto as Exhibit “A” and incorporated herein (an “Application for Disbursement”). (b) $1,043,465 of the Grant shall be allocated for the Construction of the WCSO Facility, and shall be disbursed from time to time as contractor invoices for completed work are submitted to Triumph. WCSO shall submit to Triumph one or more Applications for Disbursement, each for an amount not to exceed 80.7% of the amount of the invoice(s) owing by WCSO to the contractors, materialmen, or vendors under the Contracts (such 80.7% being determined as provided in Section 5.2 below). Each Application for Disbursement shall include (A) invoices from architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts; (B) documentation evidencing the completion of Tenant’s Workthe work that is the subject of the invoices, Tenant and (C) such other documents as Triumph shall require in order to determine that the requested disbursement is consistent with the purposes of the Grant. WCSO shall notify the Triumph Program Administrator via email each time an Application for Disbursement is submitted. WCSO shall not submit more than one (1) Application for Disbursement under this subparagraph (b) in any single calendar month, and such Application for Disbursement must be submitted concurrently with any Application for Disbursement for that month under subparagraphs (c), (d) and/or (e) of this Section 4.1. All amounts disbursed to WCSO pursuant to an Application for Disbursement shall then be paid by WCSO to architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts or, to the extent that WCSO has already paid amounts due under Contracts for work or materials described in the Application for Disbursement, such amounts already paid shall be retained by WCSO as a reimbursement for such payments. None of the amounts paid by WCSO in connection with the invoices submitted in an Application for Disbursement and then disbursed by Triumph shall also have been or will in the future be in any manner (a) reimbursed, returned, refunded, rebated, or otherwise credited to, WCSO by any contractor, materialman, vendor, or any other person or entity, or (b) paid, reimbursed, returned, refunded, rebated, or otherwise credited to WCSO by the State of Florida, the United States, or any agency or instrumentality of any of the foregoing, whether under any grant or loan program or other method of contribution, it being expressly understood and agreed that WCSO shall not receive payments, refunds, reimbursements, rebates or credits from any sources in amounts collectively exceeding 100% of the invoices under each Contract. All amounts disbursed pursuant to an Application for Disbursement shall be paid to architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts or, to the extent WCSO has already paid amounts due under Contracts, retained by WCSO as a reimbursement for such payments. (c) $1,000,000 of the Grant shall be allocated for the Construction of the ECTC Facility, and shall be disbursed from time to time as contractor invoices for completed work are submitted to Triumph. WCSO shall submit to Landlord a written notice indicating Triumph one or more Applications for Disbursement, each for an amount not to exceed 50.0% of the amount of the invoice(s) owing by WCSO to the contractors, materialmen, or vendors under the Contracts (such 50.0% being determined as provided in Section 5.2 below). Each Application for Disbursement shall include (A) invoices from architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts; (B) documentation evidencing the completion of the work that Tenant is the subject of the invoices, and (C) such other documents as Triumph shall require in order to determine that the requested disbursement is consistent with the purposes of the Grant. WCSO shall notify the Triumph Program Administrator via email each time an Application for Disbursement is submitted. WCSO shall not submit more than one (1) Application for Disbursement under this subparagraph (c) in any single calendar month, and such Application for Disbursement must be submitted concurrently with any Application for Disbursement for that month under subparagraphs (b), (d) and/or (e) of this Section 4.1. All amounts disbursed to WCSO pursuant to an Application for Disbursement shall then be paid by WCSO to architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts or, to the extent that WCSO has completed Tenant’s Workalready paid amounts due under Contracts for work or materials described in the Application for Disbursement, which notice such amounts already paid shall be accompanied retained by WCSO as a reimbursement for such payments. None of the amounts paid by WCSO in connection with the invoices submitted in an Application for Disbursement and then disbursed by Triumph shall also have been or will in the future be in any manner (a) reimbursed, returned, refunded, rebated, or otherwise credited to, WCSO by any contractor, materialman, vendor, or any other person or entity, or (b) paid, reimbursed, returned, refunded, rebated, or otherwise credited to WCSO by the State of Florida, the United States, or any agency or instrumentality of any of the foregoing, whether under any grant or loan program or other method of contribution, it being expressly understood and agreed that WCSO shall not receive payments, refunds, reimbursements, rebates or credits from any sources in amounts collectively exceeding 100% of the invoices under each Contract. All amounts disbursed pursuant to an Application for Disbursement shall be paid to architects, engineers, contractors, materialmen, and other vendors performing the Construction under Contracts or, to the extent WCSO has already paid amounts due under Contracts, retained by WCSO as a reimbursement for such payments. (d) $109,500 of the Grant shall be allocated for the purchase of the Equipment, and shall be available for disbursement after WCSO has spent all of the following $625,000 of the Matching Funds for the Dump Truck/Heavy Equipment/Simulation Equipment/Classroom as shown in the Budget. Such $109,500 portion of the Grant shall be disbursed from time to time as copies of contracts, purchase orders, invoices, or other documentation are submitted to Triumph. WCSO shall submit to Triumph one or more Applications for Disbursement, each for an amount not to exceed 55.6% of the amount of the invoice, contract, or purchase order from a vendor (collectively, “Tenant’s Completion Notice”): such 55.6% being determined as provided in Section 5.2 below). Each Application for Disbursement shall include (iA) copies of contracts, purchase orders, invoices, or other documentation relating to the purchase of the Equipment, and (B) such other documents as Triumph shall require in order to determine that the requested disbursement is consistent with the purposes of the Grant. WCSO shall notify the Triumph Program Administrator via email each time an Application for Disbursement is submitted. WCSO shall not submit more than one (1) Application for Disbursement under this subparagraph (d) in any single calendar month, and such Application for Disbursement must be submitted concurrently with any Application for Disbursement for that month under subparagraphs (b), (c) and/or (e) of this Section 4.1. All amounts disbursed to WCSO pursuant to an Application for Disbursement shall then be paid by WCSO to the applicable vendor or, to the extent that WCSO has already paid amounts to the vendor, such amounts already paid shall be retained by WCSO as a reimbursement for such payments. None of the amounts paid by WCSO in connection with the invoices submitted in an Application for Disbursement and finalthen disbursed by Triumph shall also have been or will in the future be in any manner (a) reimbursed, unconditional lien waivers returned, refunded, rebated, or otherwise credited to, WCSO by any vendor, or any other person or entity, or (b) paid, reimbursed, returned, refunded, rebated, or otherwise credited to WCSO by the State of Florida, the United States, or any agency or instrumentality of any of the foregoing, whether under any grant or loan program or other method of contribution, it being expressly understood and agreed that WCSO shall not receive payments, refunds, reimbursements, rebates or credits from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received any sources in amounts collectively exceeding 100% of the invoices for the design Equipment. All amounts disbursed pursuant to an Application for Disbursement shall be paid to vendors or, to the extent WCSO has already paid amounts due for the Equipment, retained by WCSO as a reimbursement for such payments. (e) $30,000 of the Grant shall be allocated for the purchase of the Computers, and construction shall be disbursed from time to time as copies of Tenant’s Work; contracts, purchase orders, invoices, or other documentation are submitted to Triumph. WCSO shall submit to Triumph one or more Applications for Disbursement, each for an amount not to exceed 100% of the amount of the invoice, contract, or purchase order from a vendor (iisuch 100% being determined as provided in Section 5.2 below). Each Application for Disbursement shall include (A) certification from Tenant’s architect copies of contracts, purchase orders, invoices, or other documentation relating to the purchase of the Computers, and engineer (B) such other documents as Triumph shall require in order to determine that all of Tenant’s Work has been completed in accordance the requested disbursement is consistent with the Working Drawings approved purposes of the Grant. WCSO shall notify the Triumph Program Administrator via email each time an Application for Disbursement is submitted. WCSO shall not submit more than one (1) Application for Disbursement under this subparagraph (e) in any single calendar month, and such Application for Disbursement must be submitted concurrently with any Application for Disbursement for that month under subparagraphs (b), (c) and/or (d) of this Section 4.1. All amounts disbursed to WCSO pursuant to an Application for Disbursement shall then be paid by Landlord WCSO to the applicable vendor or, to the extent that WCSO has already paid amounts to the vendor, such amounts already paid shall be retained by WCSO as a reimbursement for such payments. None of the amounts paid by WCSO in connection with the invoices submitted in an Application for Disbursement and then disbursed by Triumph shall also have been or will in compliance with all applicable Laws; the future be in any manner (iiia) reimbursed, returned, refunded, rebated, or otherwise credited to, WCSO by any vendor, or any other person or entity, or (b) paid, reimbursed, returned, refunded, rebated, or otherwise credited to WCSO by the State of Florida, the United States, or any agency or instrumentality of any of the foregoing, whether under any grant or loan program or other method of contribution, it being expressly understood and agreed that WCSO shall not receive payments, refunds, reimbursements, rebates or credits from any sources in amounts collectively exceeding 100% of the invoices for the Computers. All amounts disbursed pursuant to an Application for Disbursement shall be paid to vendors or, to the extent WCSO has already paid amounts due for the Computers, retained by WCSO as a reimbursement for such payments. (f) Each Application for Disbursement shall include a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and most recent Project account documentation as described in Section 7.1 below. (ivg) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord Triumph shall not be required obligated to pay any portion make the final disbursement of the Construction Allowance at any time during an Event of Default by Tenant Grant under subparagraphs (d) or (e) above until WCSO provides satisfactory evidence that WCSO has properly and fully expended the Lease. Tenant shall not be entitled to any credit for any unused portion $40,500 of the Construction AllowanceMatching Funds of Training Materials and $120,600 of the Matching Funds on Dues/Fees/Tuition Support as provided in the Budget.

Disbursement. Upon The Escrow Agent shall make disbursements as provided in this Section 2.2 from the completion of Tenant’s WorkEscrow Account to satisfy the Sellers’ indemnification obligations under the Acquisition Agreements. (a) At any time prior to the First Escrow Distribution Date or Second Escrow Distribution Date (as such terms are defined below), Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workas promptly as practicable, which notice shall be accompanied by all of the following but in any event within five (collectively, “Tenant’s Completion Notice”): 5) Business Days after receiving (i) copies of paid invoices joint written instructions from Buyer and finalRepresentative, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification written instruction from Tenant’s architect Buyer attaching a final non-appealable court order from a court of competent jurisdiction setting forth the amount of the Losses and engineer that all relating to the release of Tenant’s Work has been completed in accordance with any Escrow Shares from the Working Drawings approved by Landlord and in compliance with all applicable Laws; Escrow Account, or (iii) a copy written instruction from Representative pursuant to Section 7.6 of the building permit Merger Agreement attaching evidence of payment by Representative of cash in lieu of Escrow Shares in final settlement of any Claim to Parent or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and Parent Indemnitees pursuant to an Acquisition Agreement (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy each of the Premises have been satisfiedforgoing, that Tenant’s Work has been completed according “Release Instructions”), the Escrow Agent shall release or cause to be released any such Escrow Shares in the amounts, to the approved Working Drawings Persons, and that in the cost of all labor and materials has been paid manner set forth in full. Tenant has an absolute obligation to provide such Release Instructions. (b) On March 31, 2019 (the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund “First Escrow Distribution Date”), the Construction Allowance. Landlord Escrow Agent shall deduct release from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two Escrow Account twenty-five percent (225%) of the first One Hundred Thousand Dollars Escrow Shares then remaining in the Escrow Account to the Representative for further distribution to the Stockholders, less the amount in number of Escrow Shares ($100,000.00valued at the Per Share Valuation Amount) equal to the Losses claimed in any Pending Claims (as defined below) that were made prior to the First Escrow Distribution Date. A “Pending Claim” means any (A) claim asserted in good faith pursuant to a Claim Notice in accordance with this Agreement and the appropriate Acquisition Agreement by any Parent Indemnitee for indemnification for Losses that are pending before a court of the hard costs of Tenant’s Work, and one percent competent jurisdiction or otherwise remains unresolved or (1%B) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at Escrow Fund due and owing to Buyer or the other Parent Indemnitees pursuant to Release Instructions but not yet paid. Following the First Escrow Distribution Date, upon resolution of any time during an Event Pending Claim, the Escrow Agent shall, within two (2) Business Days after receiving Release Instructions release to the Representative for further distribution to the Stockholders from the Escrow Account such number of Default by Tenant under Escrow Shares equal to the Lease. Tenant shall not be entitled to any credit for any unused portion of such Pending Claim resolved that is not required to pay the Construction AllowanceLosses pursuant to such Pending Claim.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice The Allowance shall be accompanied paid by Landlord to Tenant or its contractor in multiple draws (but not more frequently than once a month) based on work completed and expenses incurred prior to the date of a draw request. Each disbursement shall be equal to the total costs incurred to date for which the supporting documentation described below has been submitted multiplied by a percentage equal to the Allowance divided by the total anticipated cost of the Tenant Improvements, less a five percent (5%) retainage. Each disbursement will be processed and paid to Tenant or its Contractor, subcontractors or suppliers within thirty (30) days after all of the following conditions have been satisfied: (collectively, “Tenant’s Completion Notice”): (ia) copies completion of Tenant Improvements to be paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for by the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed draw proceeds substantially in accordance with the Working Drawings plans approved by Landlord, (b) Landlord’s receipt of invoices for the costs and expenses for which payment is sought, including such appropriate back-up documentation as Landlord may reasonably request, (c) Landlord’s receipt of conditional lien releases from all contractors, subcontractors and suppliers with respect to the work to be paid for from the draw request, and (d) Landlord’s receipt of final lien releases from all contractors, subcontractors and suppliers with respect to the work covered by the prior draw request. The final draw request including the retainage shall not be disbursed until all of the following conditions have been satisfied: (i) completion of Tenant Improvements in compliance the entire Initial Premises substantially in accordance with the plans approved by Landlord, (ii) Landlord’s receipt of invoices for all applicable Laws; costs and expenses for which reimbursement is sought, including such appropriate backup documentation as Landlord may reasonably request, (iii) a copy Landlord’s receipt of the building permit or job card for Tenant’s Workfinal lien releases from all contractors, showing that Tenant’s Work has been finally approved by the appropriate inspectors; subcontractors and suppliers, and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of as-built plans for the improvements, the O&M manual, and a copy of Tenant’s Completion Notice (including certificate of occupancy or other evidence that the City of Seattle has signed off on all of construction and has authorized Tenant to occupy the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.Premises

Disbursement. Upon The initial Disbursement and any subsequent Disbursement(s) shall be made as follows: (a) The Borrower shall, no later than fifteen (15) Business Days prior to the completion proposed date of Tenant’s Workeach Disbursement, Tenant shall submit to Landlord the Agent a written notice indicating that Tenant has duly completed Tenant’s Workand signed Request for Disbursement in the form of Form 1 attached hereto (the “Disbursement Request”). The date of Disbursement may not be later than the Final Disbursement Date. The amount of each Disbursement requested shall be not less than fifty million US Dollars (US$50,000,000.00), not more than two hundred million US Dollars (US$200,000,000.00) and an integral multiple of fifty million US Dollars (US$50,000,000.00) (save for the final Disbursement which notice may be an amount equal to the undisbursed portion of the Facility). (b) Each Disbursement Request shall be accompanied by all (a) a duly completed certificate of the following Borrower substantially in the form of Form 2 attached hereto (collectivelyCertificate as to Use of Proceeds) evidencing the use of the proceeds of such Disbursement and (b) any other supporting documents satisfactory to the Agent and the Guarantor. (c) Upon receipt by the Agent of the Disbursement Request with its duly completed attachments, “Tenant’s Completion Notice”): the Agent shall notify each of the LENDERS of the Yen amount of its share of the corresponding Disbursement and each LENDER shall disburse such amount by payment into the Disbursement Account on the date falling fifteen (i15) copies Business Days after the date on which such Disbursement Request is submitted to the Agent, unless otherwise agreed by the Agent and the Guarantor. The Agent shall notify the Borrower of paid invoices its approval by facsimile or in any appropriate manner, of the date and finalamount of the Disbursement in advance. (d) For purposes of calculating the Yen equivalent of the amount of Disbursement specified in the related Disbursement Request, unconditional lien waivers the opening telegraphic transfer selling (TTS) rate of exchange for US Dollars into Yen quoted by the Agent on the day on which the Agent receives the Disbursement Request shall be applied. (e) The payment by the LENDERS into the Disbursement Account pursuant to paragraph (c) of this Section 2 shall constitute a Disbursement of the Loan and shall, as from Tenant’s architectthe date of such payment, engineerconstitute a valid and binding obligation of the Borrower in respect of repayment of the corresponding amount of the Loan and the payment of interest and any other amounts payable hereunder in relation thereto. (f) The Borrower shall send the Agent a duly completed payment instruction in the form of Form 3 attached hereto (Payment Instruction) not less than three (3) Business Days prior to the proposed date of Disbursement, general contractor and instructing the Agent to transfer all subcontractorsamounts disbursed by the LENDERS into the Disbursement Account to an account designated by the Borrower. (g) No more than one (1) Disbursement may be made hereunder in any one (1) calendar month period. To: Sumitomo Mitsui Banking Corporation 0-0 Xxxxxxxxx 0-xxxxx, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx Facsimile Number: +00-0-0000-0000/0000-0000 Attn: General Manager, Structured Finance Department Dear Sirs In accordance with paragraph 2(a) of Annex C (Disbursement Procedures) to the Working Drawings approved Loan Agreement dated as of March 24, 2004 between Brasil Telecom S.A, the financial institutions listed on the signature pages thereto as lenders and Sumitomo Mitsui Banking Corporation, as agent and collection agent (the “Loan Agreement”), we hereby request the LENDERS to disburse the amount specified below. Capitalized terms used herein are used as defined in the Loan Agreement. (1) Total amount requested for Disbursement _______________ US Dollars (US$_______________) (2) Date of Disbursement: Please disburse the above-mentioned amount on the date requested for Disbursement by Landlord and in compliance with all applicable Laws; paying such amount into the Disbursement Account. We confirm that (iiia) a copy each of the building permit or job card for Tenant’s Work, showing representations and warranties set out in Article VII of the Loan Agreement is true and correct in all material respects on the date hereof and will be true and correct in all material respects on the date that Tenant’s Work has been finally approved by the appropriate inspectorsDisbursement requested in this Disbursement Request will be made; and (ivb) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy no Default has occurred and is continuing or would result from the making of the Premises have been satisfied, that Tenant’s Work has been completed according to Disbursement requested in this Disbursement Request. The payment by the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) LENDERS of the first One Hundred Thousand Dollars ($100,000.00) above-mentioned amount into the Disbursement Account shall be a Disbursement under the Loan Agreement and shall constitute a valid and binding obligation of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant Borrower under the LeaseLoan Agreement. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.Yours faithfully, Brasil Telecom S.A. (authorized signature) To: Sumitomo Mitsui Banking Corporation 1-2 Xxxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx

Disbursement. Upon Landlord shall pay the completion Excess Cost Funds (if Tenant is required to establish a construction escrow as provided in Section 7.2 above) and the Improvement Allowance to Tenant in progress payments during the course of Tenant’s Workthe construction of Tenant Improvements, in the following manner. (a) The Excess Cost Funds (if Tenant shall submit is required to Landlord establish a written notice indicating that Tenant has completed Tenant’s Work, which notice construction escrow as provided in Section 7.2 above) and Improvement Allowance shall be payable by Landlord to Tenant during the course of construction of Tenant Improvements within fifteen (15) days after Tenant makes application therefore (made not more than once each month) accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies an AIA Document G 702 Application and Certificate for Payment for that portion of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractorsTenant Improvements covered thereby, showing that full payment has been received for the design schedule, by trade, of percentage of completion of Tenant Improvements, detailing the portion of the work completed and construction of Tenant’s Workthe portion not completed; (ii) certification invoices from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance Agents for labor rendered and materials delivered to the Premises; and (iii) executed partial mechanic’s lien releases from all of Tenant’s Agents which shall comply with the Working Drawings approved appropriate provisions of California Civil Code Sections 8120-8134. Unless Landlord reasonably disputes any amount payable under clause (i) above, Landlord shall within fifteen (15) days after receipt of the items under clauses (i) through (iii) above, deliver a check to Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, as set forth in this Section 7.3(a), less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); and (B) the balance of any remaining available portion of the Excess Funds (if Tenant is required to establish a construction escrow as provided in Section 7.2 above) and Improvement Allowance (not including the Final Retention). If Landlord reasonably disputes any amount payable under clause (i) above, the parties shall promptly meet and confer in good faith to resolve such disputes as soon as possible. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. (b) Subject to the provisions of this Work Agreement, a check for the Final Retention payable jointly to Tenant and Tenant's Contractor shall be delivered by Landlord and to Tenant following the completion of construction of Tenant Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases in compliance with all applicable Laws; both California Civil Code Section 8134 and either Civil Code Section 8136 or Civil Code Section 8138, (ii) Tenant's Architect delivers to Landlord a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of Tenant Improvements in the Premises has been Substantially Completed, and (iii) a copy of Tenant delivers to Landlord the building permit or job card for Tenant’s Workdrawings, showing that Tenant’s Work has been finally approved by the appropriate inspectors; warranties and (iv) any other evidence reasonably documentation required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceSection 9 hereof.

Disbursement. Upon The following procedure shall govern the completion application of Tenant’s Workthe Escrow Amount to satisfy the payment of the Purchase Price for the Outstanding Leases. Except as otherwise provided by this Agreement, Tenant the term of the escrow (the "Escrow Period") shall submit be from the date hereof and end on the date that is the third anniversary of the Closing (the "Third Anniversary"). (a) If during the Escrow Period, Seller obtains the required Consents for the assignment of one or more of the Outstanding Leases to Landlord a written notice indicating that Tenant has completed Tenant’s WorkPurchaser, then, in each such instance, Seller shall notify Purchaser and the Escrow Agent of the receipt of such Consent, which notice will identify the particular Outstanding Lease for which consent has been obtained, the amount allocated to such Outstanding Lease as set forth on Schedule A hereto [which shall be accompanied by all consist of the following (collectivelyOutstanding Leases and their respective amounts, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance consistent with the Working Drawings approved by Landlord amounts set forth for such Leases in Exhibit A-2 of the Purchase Agreement] and in compliance with all applicable Laws; (iii) will attach a copy of the building permit or job card for Tenant’s WorkConsent. Within five (5) business days thereafter, showing that Tenant’s Work has been finally approved by the appropriate inspectors; Purchaser and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according Seller shall deliver to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation Escrow Agent joint instructions to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in disburse the amount of two percent the Purchase Price allocated to such Outstanding Lease to Seller, whereupon the Escrow Agent shall make such disbursement. (b) If during the Escrow Period, Seller receives notice from the applicable lessor of an objection to or express rejection of the Consent for the assignment of one or more of the Outstanding Leases to Purchaser, then in such instance Seller shall notify Purchaser and the Escrow Agent of such objection or rejection, which notice will identify the particular Outstanding Lease at issue and will identify whether or not Seller intends to dispute such objection or rejection. (i) If Seller elects not to dispute such objection or rejection, then Seller and Purchaser shall deliver joint instructions to the Escrow Agent within five (5) business days of the notice of objection/rejection delivered by Seller to disburse to Purchaser from the Escrow Amount the amount of the Purchase Price allocated to such Outstanding Lease as set forth on Schedule A hereto, and the Escrow Agent shall make such disbursement. This disbursement shall be a reduction to the Purchase Price and simultaneously therewith Purchaser shall assign back such Outstanding Lease to Seller and the Purchase Agreement shall be of no further force or effect with respect to such Outstanding Lease. (ii) If Seller disputes such objection or rejection by the lessor (the "Dispute"), then the amount of the Purchase Price allocated to such Outstanding Lease as set forth in Schedule A hereto (the "Dispute Amount") shall continue to be held by the Escrow Agent until the earlier of (a) receipt by Escrow Agent of joint instructions from Purchaser and Seller either that the Dispute has been resolved by final settlement of Seller and the lessor or by a final non-appealable court order of a court of competent jurisdiction ("Court Order") in such manner that allows the assignment of such Outstanding Lease to Purchaser as provided in the Purchase Agreement (a "Favorable Resolution") or the Dispute has been resolved by final settlement of Seller and lessor or by a Court Order in such manner that allows the rejection of the assignment to stand (a "Non-Favorable Resolution"), or (b) the conclusion of the Escrow Period. The joint instructions shall direct the Escrow Agent to (1) in the case of a Favorable Resolution, distribute the Dispute Amount to Seller, or (2%) in the case of a Non-Favorable Resolution, return the first One Hundred Thousand Dollars ($100,000.00) of Dispute Amount to Purchaser as a reduction to the hard costs of Tenant’s WorkPurchase Price, and one percent to the extent such Outstanding Lease has been assigned to Purchaser, Purchaser shall assign such Outstanding Lease back to Seller and the Purchase Agreement shall be of no further force or effect with respect to such Outstanding Lease. (1%c) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay If any portion of the Construction Allowance at any time during an Event of Default Escrow Amount continues to be held by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion Escrow Agent as of the Construction Allowanceend of the Escrow Period, then unless the Escrow Agent shall prior to said date receive joint instructions from Purchaser and Seller to the contrary, the Escrow Agent shall within ten (10) business days of conclusion of the Escrow Period, disburse the remaining Escrow Amount, other than any Dispute Amount, to Seller and the Dispute Amount, if any, shall be disbursed to Purchaser. Any such disbursement of a Dispute Amount to Purchaser shall reduce the Purchase Price, and Purchaser shall assign back to Seller any Outstanding Lease(s) for which a Dispute has not had a Favorable Resolution, and the Purchase Agreement shall be of no further force or effect with respect to such Outstanding Lease(s).

Disbursement. Upon Except as otherwise set forth in this Work Letter, the completion Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) for costs related to the design, permitting, supervision and construction of the Tenant Improvements, including any changes to the existing Building condition required in connection therewith. Landlord shall provide Tenant with a copy of each applicable draw request. Tenant shall approve such draw request (which approval shall not be unreasonably withheld, and shall not be withheld if the draw request is within the approved budget, or is otherwise within the previously approved Total Project Cost), and provide Landlord with any required Over Allowance Payments within thirty (30) days after Tenant’s Workreceipt of such draw request. Tenant’s failure to respond to a request for approval within such 30-day period shall be deemed to constitute Tenant’s approval of such request (but such deemed approval shall not be deemed to be Tenant’s agreement that the work to which such payment relates has been performed satisfactorily in accordance with the Landlord’s Approved Plans, Tenant or to waive Tenant’s ability to require any deficiencies in such work to be corrected at a later date). In addition, Landlord shall submit to Landlord Tenant monthly during the performance of the Tenant Improvements a written notice indicating that Tenant has completed Tenant’s Work, which notice report setting forth in detail: (i) a computation of the Total Project Costs incurred during the prior month (including all requested and approved Change Orders); and (ii) the cumulative Total Project Costs incurred through the end of such month. Such report shall be submitted by the fifteenth (15th) day of each month and shall be accompanied by all invoice back-ups and conditional or unconditional lien releases as received by Landlord. All Total Project Costs and Tenant’s share (if any) thereof shall be subject to audit, verification, and correction, if necessary, by Tenant and/or its authorized representatives (who shall have access to the relevant portions of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%books and records for such purpose) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of without either party being prejudiced by any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancepayment thereunder.

Disbursement. Upon The Initial Amount of the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Award shall be accompanied by all of disbursed to the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed Company in accordance with Section 3.03 subject to the Working Drawings approved by Landlord terms and conditions in compliance with all applicable Laws; (iii) a copy this Agreement. At any time after the disbursement of the building permit Initial Amount until the thirtieth (30th) month after the Effective Date, the Company may request additional Award amounts be disbursed based on completion, or job card for Tenant’s Worksubstantial completion, showing that Tenant’s Work has been finally of the milestones as set forth in Section 2.03 above. The OOGEDT, in its sole discretion, shall decide if any additional Award amounts (each, an "Additional Amount") shall be disbursed to the Company and on what terms.After the OOGEDT's review of Company's performance under this Agreement, the OOGEDT may decide to disburse Additional Amounts, may terminate this Agreement, or may decide to allow the Agreement to continue under the terms and conditions herein without any disbursement of any Additional Amounts. The OOGEDT shall notify the Company in writing of its decision as soon as practicable .If the Company is approved by the appropriate inspectors; OOGEDT for any Additional Amounts, the Company shall submit new milestones for the OOGEDT's approval. Upon the OOGEDT's approval of such new milestones, Exhibit C hereto shall be amended as necessary to reflect the new milestones and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy such new milestones shall become a part of this Agreement and be incorporated into Section 2.03 hereto. No Additional Amount may be disbursed until the Premises have been satisfiedOOGEDT has approved the new milestones and, that Tenant’s Work if applicable under Section 3.04(F), the Company has been completed according entered into an amendment to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord Unit in the amount of two percent form attached hereto as Exhibit D (2%the "Unit Amendment") of and furnished the first One Hundred Thousand Dollars OOGEDT with the related information and officer's certificate required pursuant to Section 3.04(F). The Company shall have until the thirtieth ($100,000.0030th) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days month after the date Effective Date to request Additional Amounts. The parties hereto agree to execute additional documents as needed to effectuate the terms of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above)this Section 3. Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance02.

Disbursement. Upon None of the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Shares shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed disbursed other than in accordance with the Working Drawings approved by Landlord and terms hereof, or in compliance accordance with all applicable Laws; (iii) a copy the written instructions of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of at least two percent (2%) of the first One Hundred Thousand Dollars three ($100,000.003) parties hereto (i.e., any two (2) of the hard costs of Tenant’s WorkHolder, the Company and one percent the Escrow Agent) delivered to the Escrow Agent. Except as herein stated, in no event shall the Escrow Agent release or transfer any Shares to any party other than to the Company in accordance with this Agreement. The Shares (1%or such portion as may be applicable) of any additional hard costs of Tenant’s Work. Landlord shall pay be disbursed by the Construction Allowance to Tenant within 30 days after Escrow Agent on the date of Landlord’s receipt of Tenant’s Completion Notice parties' behalf under the following circumstances. (including all a) The Company is bound under the terms of the materials Purchase Agreement to register the Common Stock underlying the Debentures, along with the Shares. Both the Debentures and documentation specified above). Landlord shall not be required to pay any the Purchase Agreement require that, upon conversion of all or a portion of the Construction Allowance at any time during an Event of Default by Tenant under Debentures into Common Stock in accordance with the Lease. Tenant shall not be entitled to any credit for any unused portion terms of the Construction AllowanceDebentures, the Company shall deliver to the Holder the Common Stock deliverable upon such conversion (the "Conversion Shares") within certain specified time limits. If the Company at the time of any conversion does not deliver the Conversion Shares in accordance with the terms of the Purchase Agreement and the Debentures, then the Holder may instruct the Escrow Agent to deliver the Shares to the Holder, who shall have the right, subject to the 1933 Act and applicable state securities laws, to sell such number of Shares as would equal the number of Conversion Shares to have been delivered by the Company less such number of Conversion Shares actually delivered by the Company. If the Escrow Agent delivers to the Holder a certificate representing more Shares than are necessary to satisfy the Company's obligations pursuant to the terms of the Purchase Agreement and the Debentures, the Holder shall return any Shares to the Escrow Agent. (b) Once the Debentures have been converted or redeemed by the Company or otherwise repaid to the Holder in full, the Escrow Agent shall be notified of such fact by the Holder, and the Escrow Agent shall release the remaining Shares to or at the direction of the Company. The Company shall give written notice providing instructions with respect to the return of all remaining Shares held in the Escrow Account (if any) to the Company.

Disbursement. Upon a) Disbursement of the completion Loan may be made directly to the Borrower or in favour of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice any other person specified by the Borrower or in any other manner as the Bank may deem fit at its sole discretion. All such disbursements shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises deemed to have been satisfied, that Tenant’s Work has been completed according made to the approved Working Drawings and that Borrower. b) Disbursement shall be deemed to have been made to the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after Borrower on the date of Landlord’s receipt the Cheque or Demand Draft or Payment advice, as the case may be, under which such disbursement shall have been made, irrespective of Tenant’s Completion Notice the date on which the disbursement may have been received by or on behalf of the Borrower. c) The Borrower hereby agrees that this loan shall not be treated as any Cash Credit facility irrespective of the part disbursement having being taken by the Borrower or released by the Bank under this Agreement and the Bank shall not be responsible in case of any loss to the Borrower because of non-release of further disbursement by the Bank under this Agreement. d) The Borrower shall, on or before the disbursement of the Loan, pay to the Bank, all expenses (including all legal costs of the materials legal counsel engaged by the Bank for such purpose), on a full indemnity basis, incurred and/or to be incurred by the Bank for investigation of title to property offered as Security and documentation specified above). Landlord for the preparation, execution, preservation, performance enforcement and investigation of the Loan, Security documents and other instruments creating and/or evidencing the creation of the Security as also any other instruments required in connection with the Loan. 2.6 Alteration in Loan Tenure EMI/Monthly Installment etc. a) If the entire amount of the Loan is not drawn by the Borrower within a period of 12 (Twelve) months from the date of first disbursement or if the Borrower has committed any event of default as described in this Agreement prior to the full disbursement of the Loan or Borrower has requested to the Bank in writing to reduce the sanctioned amount, then without prejudice to the other rights and remedies of the Bank, the aggregate amounts so far disbursed to the Borrower up to such date, at the discretion of the Bank, without any prior intimation, shall be deemed to be the Loan amount and the Bank shall not be required to pay advance any portion further amounts and the EMI/Monthly Installment shall commence forthwith. In such case irrespective of the Construction Allowance Loan amount as mentioned in Item No V of Schedule A the amounts advanced so far shall be deemed to be the Loan for the purpose of this Agreement. b) In any of above events, no part of the processing fees or administrative fees shall be refunded or adjusted towards any other charges or fees in future payable to the Bank by the Borrower (s). c) In the event of the Borrower being desirous of shifting from the (i) Fixed Rate of Interest to the Adjustable Rate of Interest; or (ii) Adjustable Rate of Interest to the Fixed Rate of Interest, The Borrower may do so if so permitted by the Bank at such time and on execution of such supplemental documents as may be required by the Bank and further on payment of conversion charges of 1% of the Outstanding Dues. d) The Bank shall in its absolute discretion or as per the guidelines / directions / rules / regulations / law issued/notified by RBI and/or any other statutory or regulatory authority and any other law in force including but not limited to, any tax law or introduction of new method of computation of interest or based on the changes in the prevailing base rate/MCLR rate be entitled to modify the Interest Rate(s) (including Default Interest Rates) / Commission/other charges (including Default Interest) applicable to the Facilities/Individual Facility from time to time, and the Borrower agrees and confirms to pay interest as per such modified Interest Rate(s) / Commissions / other charges on the Facilities / Individual Facility and related amounts on and from the date of such modification. In any event the Borrower shall keep itself / himself informed of all such variations / revisions in the Interest Rate / Commission / other charges (including Default Interest) applicable to the Facilities / Individual Facility from time to time and a publication either in the Bank’s website or in the newspaper or on the notice board by the Bank in relation to new / revised Interest Rate (s) / Commissions / other charges (including Default Interest) applicable to the Facilities/Individual Facility from time to time shall be deemed to be sufficient notice of such intimation of change and the Borrower will be deemed to have consented to such change. The Borrower has perused, understood and agreed to Bank’s method of determining the Interest Rate / Commission from time to time as well as of calculating installment(s) as also the appropriation thereof in to principal and interest. e) Notwithstanding anything herein contained, the Bank shall have the right, at any time during an Event of Default by Tenant under or from time to time, to review and reschedule the Lease. Tenant shall not be entitled to any credit for any unused portion EMIs / Monthly Installments, (including the amount of the Construction Allowance.EMIs/Monthly Installments), tenure or the Loan amount, to enhance or reduce the amount of EMI s / Monthly Installments payable to give the effect of reduction in the base rate in the EMIs without reducing the tenor of the loan, in such manner and to such extent as the Bank may in its sole discretion decide on account of changes necessitated because of any part payment made by the Borrower or changes in the interest rate (if the option of Adjustable Rate of Interest is availed of by the Borrower ) or conversion by the Borrower from one interest rate to the other. In such event/s the Borrower shall repay the Loan or the outstanding amount thereof as per the revised Schedules as may be determined by the Bank in its sole discretion and intimated to the Borrower in writing. Where such alteration or re-Schedulement involves variation in i. the date for payment of EMIs/Monthly Installments; or

Disbursement. Upon None of the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Shares shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed disbursed other than in accordance with the Working Drawings approved by Landlord and terms hereof, or in compliance accordance with all applicable Laws; (iii) a copy the written instructions of at least two of the building permit three parties hereto (i.e., any one of the Holder, the Company and the Escrow Agent) delivered to the Escrow Agent. Except as herein stated, in no event shall the Escrow Agent release or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved transfer any Shares to any party other than to the Company in accordance with this Agreement. The Shares (or such portion as may be applicable) shall be disbursed by the appropriate inspectors; and Escrow Agent on the parties' behalf under the following circumstances. (iva) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy The Company is bound under the terms of the Premises have been satisfiedPurchase Agreement and the Registration Rights Agreement to register the Common Stock underlying the Debentures. Both the Debentures and the Purchase Agreement require that, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost upon conversion of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, or a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under Debentures into Common Stock in accordance with the Lease. Tenant shall not be entitled to any credit for any unused portion terms of the Construction AllowanceDebentures, the Company shall deliver to the Holder the Common Stock deliverable upon such conversion (the "Conversion Shares") within certain specified time limits. If the Company at the time of any conversion does not deliver the Conversion Shares in accordance with the terms of the Purchase Agreement, the Registration Rights Agreement and the Debentures, irrespective of whether or not the Company has registered the Conversion Shares in accordance with the Registration Rights Agreement, then the Holder may instruct the Escrow Agent to deliver the Shares to the Holder, who shall have the right, subject to the 1933 Act and applicable state securities laws, to sell such number of Shares as would equal the number of Conversion Shares to have been delivered by the Company less such number of Conversion Shares actually delivered by the Company. If the Escrow Agent delivers to the Holder a certificate representing more Shares than are necessary to satisfy the Company's obligations pursuant to the terms of the Purchase Agreement and the Debentures, the Holder shall return any Shares to the Escrow Agent. (b) Once the Debentures have been converted or redeemed by the Company or otherwise repaid to the Holder in full, the Escrow Agent shall be notified of such fact by the Holder, and the Escrow Agent shall release the remaining Shares to or at the direction of the Company. The Company shall give written notice providing instructions with respect to the return of all remaining Shares held in the Escrow Account (if any) to the Company.

Disbursement. Upon The Escrow Agent shall hold the completion Escrow Shares of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all each Existing Stockholder for the period commencing on the date of the following Prospectus and ending three (collectively, “Tenant’s Completion Notice”): (i3) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days years after the date of Landlord’s receipt of Tenant’s Completion Notice the Prospectus (including all the “Escrow Period”). On such date, the Escrow Agent shall, upon written instructions from each Existing Stockholder, disburse each of the materials and documentation specified above). Landlord shall not be required Existing Stockholder’s Escrow Shares to pay any portion of such Existing Stockholder; provided, however, that if the Construction Allowance Escrow Agent is notified by the Company pursuant to Section 4.2 hereof that the Company is being liquidated at any time during an Event of Default by Tenant under the Lease. Tenant Escrow Period, then the Escrow Agent shall not be entitled promptly release the Escrow Shares to any credit for any unused portion the Existing Stockholders so that they can similarly participate in the distribution of the Construction Allowancefunds held in trust as described in the Company’s Amended and Restated Certificate of Incorporation and that certain Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee; provided, further, that if, after the Company consummates an Initial Business Combination (as defined and more fully described in the Prospectus and the Company’s Amended and Restated Certificate of Incorporation (the “Initial Business Combination”)) and the Company or the surviving entity of such Initial Business Combination subsequently consummates a transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or President of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Existing Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 2.2. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Initial Business Combination within the time period(s) specified in the Prospectus.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Each disbursement shall be accompanied by all made on the Acquisition Date in an amount equal to at least $100,000, subject to the satisfaction of the following (collectively, “Tenant’s Completion Notice”): conditions: (i) copies An Officer's Certificate from the Borrowers stating that each of paid invoices the representations and finalwarranties made by the Borrowers and the other Borrower Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date, unconditional lien waivers from Tenant’s architectand following the Acquisition Date, engineeras if made on and as of each such date (except (1) to the extent such representation or warranty expressly relates to an earlier date, general contractor in which case such representation or warranty shall be true and correct in all subcontractorsmaterial respects as of such earlier date, showing that full payment has been received for and (2) the design failure of any such representation and construction of Tenant’s Work; warranty to be true would not reasonably be expected to have a Material Adverse Effect). (ii) certification from Tenant’s architect No Default or Event of Default shall have occurred and engineer that all of Tenant’s Work has been completed in accordance with be continuing on such date or after giving effect to the Working Drawings approved by Landlord and in compliance with all applicable Laws; disbursement requested to be made on such date. (iii) a copy Disbursement of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved amount requested by the appropriate inspectors; Notice of Draw is subject to Lender receiving on or prior to the Acquisition Date the following all in form and substance reasonably satisfactory to Lender: (a) a Deed of Trust with respect to each Acquisition Property (other than (1) Properties which are prohibited by the applicable Ground Lease or Easement from being encumbered by a Deed of Trust and (iv2) Managed Properties), or if a leasehold or fee interest in any other evidence reasonably required Acquisition Property is subsequently acquired by Landlord indicating that all legal requirements for Tenant’s occupancy a Borrower, delivery of a Deed of Trust within a reasonable period following such acquisition, each executed and delivered by a duly authorized officer of the Premises have been satisfied, that Tenant’s Work has been completed according applicable Borrowers; (b) Title Policies or signed proformas (containing the endorsements and affirmative coverages set forth in Exhibit I to the approved Working Drawings and that extent available in the cost applicable jurisdiction) for each Acquisition Property to be encumbered by a Deed of all labor and materials has been paid Trust dated as of the date of the Acquisition (or if a leasehold or fee interest in full. Tenant has an absolute obligation to provide the documents and materials listed above; any Acquisition Property is subsequently acquired by a Borrower, within a reasonable period following such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord acquisition) with coverage in the amount of two the Cash Purchase Price for the applicable Acquisition and insuring Lender (together with its successors and assigns) that the relevant Deed of Trust creates a valid first lien on the Acquisition Property encumbered thereby, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements). Lender shall also have received copies of the closing statements for such Acquisition showing that all premiums in respect of such endorsements and Title Policies (or signed pro-formas) shall have been paid as of the closing of such Acquisition; (c) valid certificates of insurance indicating that the requirements for the Insurance Policies required hereunder have been satisfied with respect to each Acquisition Property and evidence of the payment of all premiums payable for the existing policy period by including such premium on the closing statement for such Acquisition; (d) payment or reimbursement to Lender to the extent invoiced of all reasonable fees, costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with such Acquisition, and all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the applicable Deeds of Trust shall have been paid; (e) evidence that each Acquisition Property that is an Owned Property acquired in such Acquisition constitutes a separate tax lot; (f) if such Acquisition consists of the acquisition of the Capital Stock of any Person, in addition to the foregoing deliveries, the Borrowers shall have delivered (i) a Rating Confirmation, (ii) an assumption and joinder agreement in the form of Exhibit G executed and delivered by a duly authorized officer of the applicable Borrower, and (iii) good standing certificates from the applicable jurisdiction of formation for such Person (together with such resolutions and other evidence of corporate, limited liability company or partnership action, as applicable, as shall be required to complete the Acquisition); (g) an amendment to Exhibit A hereto reflecting the Allocated Loan Amount for each Acquisition Property which shall be equal to the Cash Purchase Price for the applicable Acquisition funded from the Acquisition Reserve multiplied by the quotient (expressed as a percentage) of (x) Annualized Run Rate Net Cash Flow of the applicable Property divided by (y) Annualized Run Rate Net Cash Flow of all Qualifying Acquisition Properties acquired in such Acquisition; provided that the Allocated Loan Amount for any Properties that are not Qualifying Acquisition Properties shall be $0.00; and (h) evidence that, with respect to all New Properties, after giving effect to such Acquisition, (x) the average remaining term (including all available extensions) of the Ground Leases for such Properties (taken as a whole) is equal to or greater than fifteen (15) years, and (y) at least eighty percent (280%) of the first One Hundred Thousand Dollars Operating Revenues generated by such Properties ($100,000.00taken as a whole) comes from telephony tenants. (iv) Not later than forty-five (45) days following completion of an Acquisition, the Borrowers shall, or shall cause Manager to, deliver to Lender copies of all leases and any Ground Leases affecting any Acquisition Property acquired in such Acquisition, certified, to the Knowledge of the hard costs of Tenant’s Work, Borrowers as being true and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancecorrect.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies Prior to 2:00 p.m. (New York time) on the date of paid invoices and finalan Advance hereunder, unconditional lien waivers from Tenant’s architectthe Administrative Agent shall, engineersubject to the satisfaction of the conditions set forth in Article 3 hereof, general contractor and all subcontractorsdisburse the amounts made available to the Administrative Agent by the Lenders in like funds by (a) transferring the amounts so made available by wire transfer pursuant to the Borrower's instructions, showing that full payment has been received for or (b) in the design and construction absence of Tenant’s Work; such instructions, crediting the amounts so made available to the account of the Borrower maintained with the Administrative Agent. (ii) certification Unless the Administrative Agent shall have received notice from Tenant’s architect and engineer that all a Lender prior to 12:00 noon (New York time) on the date of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; any Advance that (iii) a copy If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's portion of the building permit or job card applicable Advance for Tenant’s Workpurposes of this Agreement. If such Lender does not repay such corresponding amount immediately upon the Administrative Agent's demand therefor, showing that Tenant’s Work has been finally approved by the appropriate inspectors; Administrative Agent shall notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent, with interest at the Federal Funds Rate. The failure of any Lender to fund its portion of any Advance shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Advance on the date of such borrowing, but no Lender shall be responsible for any such failure of any other Lender. (iv) In the event that, at any time when the Borrower is not in Default and has otherwise satisfied each of the conditions in Section 3.2 hereof, a Lender for any reason fails or refuses to fund its portion of such Advance, then, until such time as such Lender has funded its portion of such Advance (which late funding shall not absolve such Lender from any liability it may have to the Borrower), or all other Lenders have received payment in full from the Borrower (whether by repayment or prepayment) or otherwise of the principal and interest due in respect of such Advance, such non-funding Lender shall not have the right (A) to vote regarding any issue on which voting is required or advisable under this Agreement or any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy Loan Document, and such Lender's portion of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord Loans shall not be required counted as outstanding for purposes of determining "Majority Lenders" hereunder, or (B) to pay any receive payments of principal, interest or fees from the Borrower, the Administrative Agent or the other Lenders in respect of its portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceLoans.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices If the Escrow Agent receives a Loss Notice, the Seller will have thirty (30) calendar days from and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion on which it receives the Loss Notice (including the “Review Period”) to deliver to the Escrow Agent and the Buyer a written objection to the Loss Notice pursuant to which the Seller may dispute all of the materials and documentation specified above). Landlord shall not be required to pay or any portion of the Construction Allowance at any time during Claim and the Claim Amount (a “Dispute Notice”). If the Escrow Agent has not received a Dispute Notice prior to the expiration of the Review Period, then the Escrow Agent shall, no later than three (3) Business Days following the expiration of the Review Period, release to the Buyer, by wire transfer to an Event of Default account or accounts designated in writing by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused Buyer, a portion of the Construction AllowanceEscrow Amount equal to the Claim Amount. (ii) If, prior to the expiration of the Review Period, the Seller in good faith delivers to the Escrow Agent and the Buyer a Dispute Notice, then the Escrow Agent shall take no further action pursuant to such Loss Notice, until receipt by it of a (i) Joint Notice of Release authorizing the release to the Buyer of the portion of the Escrow Amount that is agreed upon by the Seller and the Buyer as the amount recoverable by the Buyer or (ii) a Final Order. Upon receipt of a Joint Notice of Release or a Final Order, the Escrow Agent shall release to the Buyer the portion, if any, of the Escrow Amount set forth in such Joint Direction or Final Order, as applicable. The Escrow Agent shall have no duty to inquire as to the truth of any statements made in a Loss Notice nor shall the Escrow Agent have a duty to confirm receipt by the Seller or the Buyer, as the case may be, of such Loss Notice.

Disbursement. Upon A. Pursuant to O.R.C. §122.653(C)(2), disbursement requests for the Project will be processed subject to, but not limited by, the following requirements: 1. Costs were incurred as a result of Eligible Activities; 2. Costs are included in the budget portion of the approved Scope of Work; 3. Costs were required within the Scope of the Work for the Project as evidenced by Attachment A; 4. Costs were incurred on or after the Effective Date of this Agreement; and 5. Costs were incurred pursuant to a valid contract or subcontract for this Project. B. Ineligible Expenses will not be reimbursed. C. Payments to Grantee will be made on a post-work completion of Tenant’s Workbasis, Tenant not more often than once every thirty (30) days. Grantee shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Workdisbursement request form for payment of Eligible Activities, which notice shall include any and all invoices, vouchers, paid receipts, pay stubs, signed time sheets, or other supporting documentation. Contractor invoices shall include, at a minimum, the information described in the Disbursement Manual. ODOD shall be accompanied by all the sole judge of the following (collectivelyadequacy of such documentation. If ODOD determines that an invoice is inadequate or insufficient, “Tenant’s Completion Notice”): (i) copies or determines that further documentation or clarification is required for a particular invoice, the burden of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for providing the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved required information or documentation is on Grantee. Costs incurred by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation Grantee to provide the documents required additional information or documentation and materials listed above; such documents and materials are not merely conditions costs to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord defend an inadequate or insufficient invoice shall not be required charged to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant Grantor and shall not be entitled considered an allowable expense under this Agreement. Failure to any credit for any unused portion comply with this section shall delay payment to Grantee under this Agreement. D. Grantee may submit a disbursement request once every thirty (30) days based on the manner indicated in Section X. E. Disbursement requests shall be promptly reviewed by ODOD and such review shall include, among other things, a determination of the Construction Allowanceeligibility of the expenses included in each request pursuant to the disbursement criteria and other requirements set forth above. Based upon its review of a disbursement request, ODOD may deny the request, in whole or in part, for failure to meet the disbursement criteria or other requirements set forth above. In the event of a complete or partial denial of a disbursement request, ODOD shall notify Grantee in writing, including a statement of specific reasons for such complete or partial denial. Notice of denial, in whole or in part, and/or voucher preparation shall occur within thirty (30) days after receipt. In the event ODOD denies a disbursement request, Grantee shall have the right to resubmit such disbursement request with additional information, which the ODOD shall in good faith reconsider. ODOD will prepare a voucher for approved disbursement requests and forward the same for payment to an account designated by Grantee. If such an account bears interest, then all interest income earned from such an account shall be used to the direct benefit of the Project. All such monies, if any, shall be accounted for in the Progress Reports. F. Grantee shall submit with each disbursement request the Original Certification of Expenditures of Match Moneys Form, the form of which is hereby attached to and incorporated into this document as Attachment E, signed by an authorized representative of Grantee, if Grantee has expended Match Moneys for that reporting period. G. Disbursement requests shall follow procedures as outlined in the Disbursement Manual.

Disbursement. Upon (a) If the completion of Tenant’s Work, Tenant shall submit Pledgor delivers to Landlord the Trustee a written notice indicating that Tenant has completed Tenant’s Workrequest substantially in the form of Exhibit B hereto (an "Empress Merger Disbursement Request") containing the certifications described therein, which notice together with the other material described therein, then as soon as practicable after receipt thereof the Trustee shall be accompanied by all of instruct the following (collectively, “Tenant’s Completion Notice”): Securities Intermediary to - (i) copies of paid invoices liquidate sufficient assets in the Securities Account so that the net liquidation proceeds (after deducting any applicable Securities Intermediary and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor Trustee fees and all subcontractors, showing that full payment has been received for charges) will equal the design and construction of Tenant’s Work; Merger Release Amount (as defined below); (ii) certification from Tenant’s architect transfer the Merger Release Amount as directed in the Empress Merger Disbursement Request, on the disbursement date set forth therein, which disbursement date must be (x) no more than five and engineer that all no less than two Business Days after the Trustee's receipt of Tenant’s Work has been completed the Empress Merger Disbursement Request, and (y) no later than December 1, 1999. (b) If, after the consummation of the Empress Merger, the Pledgor delivers to the Trustee a written request substantially in accordance the form of Exhibit C hereto (a "Change of Control Disbursement Request" and, with the Working Drawings approved by Landlord Empress Merger Disbursement Request, each a "Disbursement Request") containing the certifications described therein, then as soon as practicable after receipt thereof the Trustee shall instruct the Securities Intermediary to - (i) liquidate sufficient assets in the Securities Account so that the net liquidation proceeds (after deducting any applicable Securities Intermediary and Trustee fees and charges) will equal the Change of Control Release Amount (as defined below); (ii) transfer the Change of Control Release Amount to the indenture trustee for the Empress Notes, as directed in compliance with all applicable Laws; the Change of Control Disbursement Request, on the disbursement date set forth therein, which disbursement date must be (iiix) a copy the second Business Day after the Trustee's receipt of the building permit or job card for Tenant’s WorkChange of Control Disbursement Request, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (ivy) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of no later than 35 Business Days after the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord date specified in the amount of two percent Empress Merger Disbursement Request. (2%c) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowance.As used herein -

Disbursement. Upon The Escrow Agent shall hold the Escrow Shares until the completion of Tenantan initial business combination as more fully described in the Prospectus and the Company’s WorkAmended and Restated Certificate of Incorporation (the “Initial Business Combination”), Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all whereby one-quarter of the following Escrow Shares of each Existing Stockholder will be released from escrow six (collectively, “Tenant’s Completion Notice”): (i6) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for months after the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy completion of the building permit or job card for TenantInitial Business Combination and one quarter of such Escrow Shares will be released every six (6) months thereafter, so that the final one-quarter of the Escrow Shares of each Existing Stockholder will be released upon the second anniversary of the completion of the Initial Business Combination (the “Escrow Period”). On each such date, the Escrow Agent shall, upon written instructions from each Existing Stockholder, disburse each of the Existing Stockholder’s WorkEscrow Shares to such Existing Stockholder; provided, showing however, that Tenant’s Work has been finally approved if the Escrow Agent is notified by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according Company pursuant to the approved Working Drawings and Section 4.2 hereof that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance Company is being liquidated at any time during an Event of Default by Tenant under the Lease. Tenant Escrow Period, then the Escrow Agent shall not be entitled promptly release the Escrow Shares to any credit for any unused portion the Existing Stockholders so that they can similarly participate in the distribution of the Construction Allowancefunds held in trust; provided, further, that if, after the Company consummates an Initial Business Combination and the Company or the surviving entity of such Initial Business Combination subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or President of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Existing Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 2.2. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Initial Business Combination within the time period(s) specified in the Prospectus.

Disbursement. Upon (a) Subject to the completion of Tenant’s Workconditions set forth in Article 4, Tenant the Lenders shall submit disburse to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following Borrower on the Agreement Date (collectively, the “Tenant’s Completion NoticeFirst Disbursement”): ) (i) copies aggregate term loans of paid invoices $15,000,000, evidenced by a Term Note, and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification aggregate term loans of $10,000,000, evidenced by a Senior Secured Convertible Note, in the case of each of the foregoing, in accordance with their respective allocations set forth on Schedule 2.2 as such allocations may be revised by the Lenders from Tenant’s architect time to time (the “Allocations”). Lenders shall reserve from the First Disbursement $161,000 which, absent an Event of Default, shall be released to Borrower upon the filing of a Uniform Commercial Code termination statement with respect to the Uniform Commercial Code-1 financing statement number E120030277 filed with the Secretary of State of Iowa on April 26, 2012 naming Kirkwood Community College as the secured party. (b) Subject to the conditions set forth in Article 4, the Lenders shall disburse to the Borrower in three additional Disbursements (the “Second Disbursement”, the “Third Disbursement” and engineer the “Fourth Disbursement” respectively and, collectively with the First Disbursement, the “Disbursements”) term loans in the aggregate amount of $10,000,000 in the case of the Second Disbursement and $12,500,000 in the case of each of the Third and Fourth Disbursements each evidenced by a Term Note, upon receipt from the Borrower on a Business Day (other than the last Business Day of a month) of a written request (“Disbursement Request”) and stating that all no Default or Event of Tenant’s Work Default has been completed occurred or will have occurred on the disbursement date. The disbursement date set forth in a Disbursement Request shall be a date not less than 15 Business Days after the date of receipt by the Lenders of such Disbursement Request and no earlier than the second Business Day of the month following the month in which such Disbursement Request is received. The Lenders shall fulfill each Disbursement Request in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceAllocations.

Disbursement. Upon The Escrow Agent shall hold the Escrow Shares until the completion of Tenantits Initial Business Combination, as defined and more fully described in the Prospectus and the Company’s WorkAmended and Restated Certificate of Incorporation (the “Initial Business Combination”), Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall whereby the Escrow Shares of each Existing Stockholder will be accompanied by all released from escrow at the end of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for period commencing on the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy date of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; Prospectus and ending three (iv3) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days years after the date of Landlord’s receipt of Tenant’s Completion Notice the Prospectus (including all the “Escrow Period”). On such date, the Escrow Agent shall, upon written instructions from each Existing Stockholder, disburse each of the materials and documentation specified above). Landlord shall not be required Existing Stockholder’s Escrow Shares to pay any portion of such Existing Stockholder; provided, however, that if the Construction Allowance Escrow Agent is notified by the Company pursuant to Section 4.2 hereof that the Company is being liquidated at any time during an Event of Default by Tenant under the Lease. Tenant Escrow Period, then the Escrow Agent shall not be entitled promptly release the Escrow Shares to any credit for any unused portion the Existing Stockholders so that they can similarly participate in the distribution of the Construction Allowancefunds held in trust as described in the Company's Amended and Restated Certificate of Incorporation and that certain Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee; provided, further, that if, after the Company consummates an Initial Business Combination and the Company or the surviving entity of such Initial Business Combination subsequently consummates a transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or President of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Existing Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 2.2. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Initial Business Combination within the time period(s) specified in the Prospectus.

Disbursement. Upon (a) If at any time after the completion Closing Date and prior to the termination of Tenant’s Workthis Agreement, Tenant shall submit to Landlord a the Escrow Agent receives written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed instructions in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) terms of Section 2.4 hereof from Acquiror to make a copy payment to Acquiror, then the Escrow Agent shall make payments out of the building permit or job card for Tenant’s WorkEscrow Indemnity Funds to Acquiror, showing that Tenant’s Work has been finally approved by in accordance with such instructions and with Section 2.4, unless the appropriate inspectors; Escrow Indemnity Funds shall be insufficient to comply with such instructions and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy with Section 2.4, in which case the Escrow Agent shall pay the entire Escrow Indemnity Funds to Acquiror and shall advise Acquiror and the Agent in writing of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) such payment. The number of shares of the first One Hundred Thousand Dollars Escrow Indemnity Funds to be delivered to Acquiror in connection with each payment hereunder shall be reasonably calculated by Acquiror and shall be equal to the quotient obtained by dividing ($100,000.00i) the Claimed Amount (as defined in Section 2.4) by (ii) the average closing price per share of Acquiror Stock for the hard costs period of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance 20 trading days ending three trading days prior to Tenant within 30 days after the date of Landlord’s receipt such payment (the "Market Price"). The closing price for each such trading day shall be the last quoted sale price or, if not so quoted, the average of Tenant’s Completion Notice the low bid and high asked prices on the Nasdaq National Market System. (b) The Escrow Agent may make any payments out of the Escrow Indemnity Funds that may at the time be permitted to be made under the provisions of Section 2.4 below, and shall make all such payments that at the time are required to be made under such provisions or are jointly requested in writing by Acquiror and the Agent. Any payment which would result in the disbursement of a fractional share of Acquiror Stock shall be rounded to the nearest whole share. In the event that any payment is made pursuant to this Agreement, Acquiror shall deliver to the Escrow Agent a new certificate registered in the name of Xxxx X. Xxxxxx, as Agent, representing the Escrow Indemnity Funds less such shares disbursed in the payment and all previous payments. (c) In the event there are no Unresolved Claims (as hereinafter defined), as soon as reasonably practicable and in any event not later than the fifth day after the expiration of the Escrow Indemnity Period, or the next business day thereafter if such fifth day is not a business day, Acquiror shall deliver or cause to be delivered to the Escrow Agent cash in lieu of fractional shares calculated in accordance with the second to last sentence of this paragraph (c) and separate certificates registered in each Stockholder's name (or, in the event of a transfer of ownership of Acquiror Stock which is not registered in the transfer records of the Company, in the name of a transferee who has presented documents reasonably required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid), representing such Stockholder's Proportionate Share of the Escrow Indemnity Funds, less such Stockholder's Proportionate Share of all portions thereof, if any, (i) paid to Acquiror pursuant to subparagraphs (a) and (b) above, and (ii) which are the subject of Unresolved Claims (as hereinafter defined). The Escrow Agent shall retain the portion of the Escrow Indemnity Funds which relates to all Unresolved Claims until resolution of such Unresolved Claims in accordance with the terms hereof. In the event one or more Unresolved Claims with respect to the Escrow Indemnity Funds, if any, shall exist upon the expiration of the Escrow Indemnity Period, shares of Acquiror Stock with a Market Price measured as of the date of such expiration (such number to be reasonably determined by Acquiror, with the Escrow Agent having no responsibility for determining the accuracy thereof) equal to the sum of (i) the aggregate amount of such Unresolved Claims and (ii) the amount reasonably estimated by Acquiror to cover the fees, expense and other costs (including all reasonable counsel fees and expenses) which will be required to resolve such Unresolved Claims shall be retained as part of the materials Escrow Indemnity Funds and documentation specified abovethe balance thereof, if any, shall be distributed to the Stockholders entitled thereto. Upon the resolution of all such Unresolved Claims and the payment of all such fees, expenses and costs out of the Escrow Indemnity Funds, the balance of the Acquiror Stock, if any, shall be distributed to the Stockholders entitled thereto in accordance with the terms hereof. In lieu of issuing fractional shares pursuant to this paragraph (c), each Stockholder shall receive the highest whole number of shares of Acquiror Stock to which he or she is entitled plus cash equal to the fraction of a share of Acquiror Stock to which the Stockholder would otherwise be entitled multiplied by the Market Price of the Acquiror Stock determined by Acquiror as of the date three days prior to the distribution of such shares. Landlord Promptly after such receipt, the Escrow Agent will deliver such certificates together with any cash in lieu of fractional shares to each respective Stockholder (or transferee) at the addresses to be supplied by Acquiror in accordance with Acquiror's written instructions. Acquiror shall make all calculations relating to shares of Acquiror Stock or cash in lieu of fractional shares contemplated in the second preceding sentence, and the Escrow Agent shall not be required to pay responsible for determining the accuracy of any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancesuch calculation.

Disbursement. Upon In the completion event of Tenant’s Workan occurrence wherein either party is entitled to the Deposit, Tenant shall submit then upon written demand by that party for disbursement (the "Disbursement Demand"), Escrow Holder shall, within five (5) business days thereafter, cause to Landlord a written notice indicating be delivered to the other party such Disbursement Demand. In the event that Tenant has completed Tenant’s Work, which notice shall be accompanied by all Escrow Holder does not receive an objection to disbursement from the other party within five (5) business days after such party's receipt of the following (collectivelyDisbursement Demand, “Tenant’s Completion Notice”): then Escrow Holder is authorized to disburse the Deposit to the party making the Disbursement Demand. In the event Escrow Holder receives conflicting instructions, or in the event of any dispute under this Agreement between the parties concerning the Deposit, Escrow Holder may either (i) copies bring an interpleader action in the Superior Court of paid invoices and finalKing County, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; Washington or (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed retain the Deposit in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy Escrow pending settlement of the building permit dispute between the parties; provided, however, that if any such dispute has not been resolved within ten (10) days of Escrow Holder's receipt of a Disbursement Demand, Escrow Holder must file its interpleader action within five (5) business days thereafter unless Escrow Holder receives written instructions from Buyer and Seller to retain the Deposit in the Escrow, which instructions may specify a period of time during which Escrow Holder shall continue to hold the Deposit in the Escrow. Either Buyer or job card for Tenant’s Work, showing that Tenant’s Work Seller subsequently may give written instructions to Escrow Holder to file its interpleader action so long as any time period specified in prior written instructions has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy expired. The interpleading of the Premises have been satisfied, that Tenant’s Work has been completed according Deposit into the registry of the Superior Court shall release Escrow Holder from any further or continuing liability with respect to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) disposition of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceDeposit.

Disbursement. Upon None of the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Common Stock shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed disbursed other than in accordance with the Working Drawings approved by Landlord and terms hereof, or in compliance accordance with all applicable Laws; the written instructions of at least two (iii2) a copy of the building permit three (3) parties hereto (i.e. any two (2) of the Lender, the Shareholder and the Escrow Agent) delivered to the Escrow Agent. Except as herein stated or job card for Tenant’s Workas required by the Loan Agreement or the Security Agreement, showing in no event shall the Escrow Agent release or transfer any Common Stock to any party other than to the Shareholder in accordance with this Agreement, absent express written instructions from the Shareholder to transfer Common Stock to a third party. The Escrow Agent shall hold the Common Stock in escrow and shall release the Common Stock to a party other than the Shareholder only upon the following conditions. (a) If (x) the amount due under the Loan Agreement is not repaid in full in a timely manner as described in the Loan Agreement, or if (z) the Lender informs the Escrow Agent and the Shareholder in writing with reasonable specificity of a Default, the Company or the Shareholder shall have five (5) business days from the date of such notice to cure the Default; if the Default is cured, the Lender shall inform the Escrow Agent in writing, and no further action will be taken; but if the Escrow Agent is not so informed in writing by the Lender that Tenant’s Work the Default has been finally approved cured within such five (5) day period, then in either case, the Lender shall deliver all or such portion of the Common Stock to the Lender as is demanded by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of Lender. The Escrow Agent shall deliver the Premises have been satisfied, that Tenant’s Work has been completed according Common Stock to the approved Working Drawings Lender to effect the purposes of this Security Agreement. (b) Once the amounts stated in and that owed to the cost of all labor and materials has Lender pursuant to the Loan Agreement have been paid in full, the Escrow Agent shall be notified of such fact by the Lender, and the Escrow Agent shall immediately release the remaining Common Stock held by the Escrow Agent to the Shareholder. Tenant has an absolute obligation The Shareholder shall give written notice providing instructions with respect to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord return of all remaining Common Stock held in the amount of two percent Escrow Account (2%if any) to the Shareholder. Any Common Stock then in the possession of the first One Hundred Thousand Dollars ($100,000.00) of Lender shall immediately be returned to the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay Escrow Agent for delivery to the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceShareholder.

Disbursement. Upon (a) The Escrow Agent shall notify the completion Corporation at such time as it has received, in payment for the Common Stock, cash and subscriptions aggregating $5,000,000 (the "Target Amount"). (b) At such time as the Escrow Agent has received in cash and subscriptions the Target Amount, the Escrow Agent shall disburse said amount to the Corporation upon written disbursement instructions outlined in 3(d) below from the Corporation and the Marketing Agent. After the Target Amount of Tenant’s Workcleared funds has been received, Tenant the Escrow Agent shall submit continue collecting Subscriber's funds, pursuant to Landlord a the procedure set forth above, until notified by the Corporation to either disburse such funds to the Corporation or return the Subscribers' amounts exceeding the Target Amount to such Subscribers presenting funds over the Target Amount, with interest accrued thereon. The Escrow Agent shall immediately disburse such funds to the Corporation from time to time upon written notice indicating notification from the Corporation that Tenant such subscriptions have been accepted by the Corporation. (c) In the event the Minimum Amount has completed Tenant’s Worknot been subscribed for by __________, which notice 1999, or the extended date provided to the Escrow Agent by the Corporation or the Marketing Agent, the Corporation and the Marketing Agent shall confirm such fact in writing, whereupon the Escrow Agent shall return the full amount of each Subscriber's deposit with interest accrued thereon to each Subscriber. (d) Each Disbursement Instruction shall be accompanied signed by all two officers of the Corporation and the Marketing Agent and shall contain the following (collectively, “Tenant’s Completion Notice”): information: (i) copies of paid invoices and finala reference to this Agreement, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all the identity of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; person to whom a disbursement of Escrow Funds is to be made, (iii) a copy the amount of Escrow Funds to be disbursed (including the building permit or job card for Tenant’s Workinterest thereon), showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy instructions as to the form or method and destination of the Premises have been satisfieddisbursement (e.g., that Tenant’s Work has been completed according to the approved Working Drawings cashier's, wire transfer instructions) and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, (v) a construction management fee payable to Landlord in the amount of two percent (2%) summary statement of the first One Hundred Thousand Dollars ($100,000.00) event or condition which has occasioned the delivery of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s WorkDisbursement Instruction. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord Escrow Agent shall not be required to pay any portion responsible for evaluating the truth or sufficiency of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancesummary statement or Disbursement Instruction.

Disbursement. Upon (a) Prior to the completion date of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all any of the following Four Payments, the Pledgor may direct the Trustee in writing to liquidate, if necessary, Pledged Securities and to transfer from the Pledge Account to the Trustee on the payment date in its capacity as Paying Agent (collectivelyor, “Tenant’s Completion Notice”): if applicable, any successor Paying Agent), United States dollars in immediately available funds necessary to provide for payment in full of all or any portion of the next regularly scheduled interest payment on the Notes. Upon receipt of such written request, the Trustee shall follow such instructions (iincluding, without limitation, disposition of Pledged Securities) copies and transfer such amount of paid invoices and finalUnited States dollars in immediately available funds directly to the Trustee as Paying Agent (or, unconditional lien waivers if applicable, any successor Paying Agent) from Tenant’s architectproceeds of the Pledged Securities held in the Pledge Account. (b) If the Pledgor elects to pay any of the Four Payments from a source of funds other than the Pledge Account (the "Pledgor's Funds"), engineerthen the Pledgor shall, general contractor and all subcontractorsat least three Business Days' prior to the payment date for such payment notify Trustee of such election. Provided that no Default or Event of Default exists under the Indenture, showing after payment of such regularly scheduled interest payment, Pledgor may direct the Trustee in writing to release to the Pledgor, or as it may direct, an amount of funds or Pledged Securities from the Pledge Account less than or equal to the amount of such payment. If the Trustee is not the Paying Agent, such direction shall include an Officers' Certificate delivered to the Trustee stating that full such regularly scheduled interest payment constituting one of such Four Payments, has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed made in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy terms of the building permit or job card Indenture. Upon receipt of such written direction from the Pledgor the Trustee shall take such action as is necessary to provide for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according prompt payment to the approved Working Drawings and that the cost Pledgor of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent funds or Pledged Securities requested from the Pledge Account. (2%c) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance If at any time during (a) the scheduled payments of principal of and interest on the Pledged Securities exceeds 100% of the amount in cash required, based on the report of an internationally recognized firm of independent certified public accountants selected by the Pledgor and addressed to the Trustee, to provide for timely payment in full of the Four Payments (or, in the event any of the regularly scheduled interest payments due on or prior to November 15, 2000 have been made, an (d) Upon payment in full of the Four Payments, if no Default or Event of Default exists, the security interest in the Collateral evidenced by Tenant under this Pledge Agreement shall terminate and be of no further force or effect. Furthermore, upon release of any Collateral from the Lease. Tenant Pledge Account in accordance with the terms of this Pledge Agreement, the security interest created by this Pledge Agreement in the Collateral so released shall not terminate and be entitled to any credit for any unused portion of the Construction Allowanceno further force or effect.

Disbursement. Upon From time to time as the completion restoration, repair, replacement or rebuilding of Tenant’s Workany Buildings or any portion thereof damaged or destroyed by fire or any other cause, Tenant shall submit to Landlord or not taken in a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all proceeding of the following character described in Section 9.3, progresses (collectively, “Tenant’s Completion Notice”): (i) copies the "Work"), disbursement of the Deposited Sums shall be made in accordance with good and sophisticated construction lending practices which a prudent Institutional Fee Mortgagee would adopt in order to insure that the work shall be completed in a good and workmanlike manner, shall be paid invoices for in full, shall be completed free of any lien against the Premises, and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been shall be completed in accordance with applicable law and in substantial accordance with the Working Drawings plans and specifications submitted to (and if required hereunder, approved by) Landlord. In the event that a reputable independent architect or engineer selected by Landlord and reasonably approved by Tenant shall determine or if (subject to Section 21.5) the Institutional Fee Mortgagee or a Fee Mortgagee on the date hereof which is not an Institution, shall determine, as provided in compliance with all the applicable Laws; Fee Mortgage, that the Deposited Sums are insufficient to pay for the cost to complete the Work, (iiii) a copy Tenant shall be responsible for paying for any such shortfall (which obligation shall survive the expiration or sooner termination of this Lease), and (ii) no further disbursement of the building permit Deposited Sum shall be made until Tenant shall have deposited with the Institution cash, cash equivalents or job card other security for Tenant’s Workthe shortfall, showing that Tenant’s Work has been finally approved which deposit shall be made promptly after demand therefor by the appropriate inspectors; Landlord, and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord be treated in the amount of two percent same manner as the Deposited Sums are treated (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for but any unused portion thereof shall in all events be returned to Tenant upon completion of the Construction AllowanceRestoration in question). At any time after the completion of the work the balance of the Deposited Sums shall be disbursed to Tenant (and Tenant may retain any insurance proceeds held by Tenant).

Disbursement. Upon (a) The Escrow Agent shall notify the completion Corporation at such time as it has received, in payment for the Debentures, cash and subscriptions aggregating $________ (the "Target Amount"). (b) At such time as the Escrow Agent has received in cash and subscriptions the Target Amount, the Escrow Agent shall disburse said amount to the Corporation upon written disbursement instructions outlined in 3(d) below from the Corporation and the Marketing Agent. After the Target Amount of Tenant’s Workcleared funds has been received, Tenant the Escrow Agent shall submit continue collecting Subscriber's funds, pursuant to Landlord a the procedure set forth above, until notified by the Corporation to either disburse such funds to the Corporation or return the Subscribers' amounts exceeding the Target Amount to such Subscribers presenting funds over the Target Amount, with interest accrued thereon. The Escrow Agent shall immediately disburse such funds to the Corporation from time to time upon written notice indicating notification from the Corporation that Tenant such subscriptions have been accepted by the Corporation. (c) In the event $___________ has completed Tenant’s Worknot been subscribed for by __________, which notice ____, or the extended date provided to the Escrow Agent by the Corporation or the Marketing Agent, the Corporation and the Marketing Agent shall confirm such fact in writing, whereupon the Escrow Agent shall return the full amount of each Subscriber's deposit with interest accrued thereon to each Subscriber. (d) Each Disbursement Instruction shall be accompanied signed by all two officers of the Corporation and the Marketing Agent and shall contain the following (collectively, “Tenant’s Completion Notice”): information: (i) copies of paid invoices and finala reference to this Agreement, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all the identity of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; person to whom a disbursement of Escrow Funds is to be made, (iii) a copy the amount of Escrow Funds to be disbursed (including the building permit or job card for Tenant’s Workinterest thereon), showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy instructions as to the form or method and destination of the Premises have been satisfieddisbursement (e.g., that Tenant’s Work has been completed according to the approved Working Drawings cashier's, wire transfer instructions) and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, (v) a construction management fee payable to Landlord in the amount of two percent (2%) summary statement of the first One Hundred Thousand Dollars ($100,000.00) event or condition which has occasioned the delivery of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s WorkDisbursement Instruction. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord Escrow Agent shall not be required to pay any portion responsible for evaluating the truth or sufficiency of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancesummary statement or Disbursement Instruction.

Disbursement. Upon the completion of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice Each disbursement shall be accompanied by all made on the Acquisition Date in an amount equal to at least $100,000, subject to the satisfaction of the following (collectively, “Tenant’s Completion Notice”): conditions: (i) copies An Officer's Certificate from the Borrowers stating that each of paid invoices the representations and finalwarranties made by the Borrowers and the other Borrower Parties in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date, unconditional lien waivers from Tenant’s architectand following the Acquisition Date, engineeras if made on and as of each such date (except (1) to the extent such representation or warranty expressly relates to an earlier date, general contractor in which case such representation or warranty shall be true and correct in all subcontractorsmaterial respects as of such earlier date, showing that full payment has been received for and (2) the design failure of any such representation and construction of Tenant’s Work; warranty to be true would not reasonably be expected to have a Material Adverse Effect). (ii) certification from Tenant’s architect No Default or Event of Default shall have occurred and engineer that all of Tenant’s Work has been completed in accordance with be continuing on such date or after giving effect to the Working Drawings approved by Landlord and in compliance with all applicable Laws; disbursement requested to be made on such date. (iii) a copy Disbursement of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved amount requested by the appropriate inspectors; Notice of Draw is subject to Lender receiving on or prior to the Acquisition Date the following all in form and substance reasonably satisfactory to Lender: (a) a Deed of Trust with respect to each Acquisition Property (other than (1) Properties which are prohibited by the applicable Ground Lease or Easement from being encumbered by a Deed of Trust and (iv2) Managed Properties), or if a leasehold or fee interest in any other evidence reasonably required Acquisition Property is subsequently acquired by Landlord indicating that all legal requirements for Tenant’s occupancy a Borrower, delivery of a Deed of Trust within a reasonable period following such acquisition, each executed and delivered by a duly authorized officer of the Premises have been satisfied, that Tenant’s Work has been completed according applicable Borrowers; (b) Title Policies (containing the endorsements and affirmative coverages set forth in EXHIBIT I to the approved Working Drawings and that extent available in the cost applicable jurisdiction) for each Acquisition Property to be encumbered by a Deed of all labor and materials has been paid Trust dated as of the date of the Acquisition (or if a leasehold or fee interest in full. Tenant has an absolute obligation to provide the documents and materials listed above; any Acquisition Property is subsequently acquired by a Borrower, within a reasonable period following such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord acquisition) with coverage in the amount of two the Cash Purchase Price for the applicable Acquisition and insuring Lender (together with its successors and assigns) that the relevant Deed of Trust creates a valid first lien on the Acquisition Property encumbered thereby, free and clear of all exceptions from coverage other than Permitted Encumbrances and standard exceptions and exclusions from coverage (as modified by the terms of any endorsements). Lender shall also have received copies of the closing statements for such Acquisition showing that all premiums in respect of such endorsements and Title Policies shall have been paid as of the closing of such Acquisition; (c) valid certificates of insurance indicating that the requirements for the Insurance Policies required hereunder have been satisfied with respect to each Acquisition Property and evidence of the payment of all premiums payable for the existing policy period by including such premium on the closing statement for such Acquisition; (d) payment or reimbursement to Lender to the extent invoiced of all reasonable fees, costs and expenses incurred by Lender (including, without limitation, reasonable attorneys fees and disbursements) in connection with such Acquisition, and all recording charges, filing fees, taxes or other expenses (including, without limitation, mortgage and intangibles taxes and documentary stamp taxes) payable in connection with the applicable Deeds of Trust shall have been paid; (e) evidence that each Acquisition Property that is an Owned Property acquired in such Acquisition constitutes a separate tax lot; (f) if such Acquisition consists of the acquisition of the Capital Stock of any Person, in addition to the foregoing deliveries, the Borrowers shall have delivered (i) a Rating Confirmation, (ii) an assumption and joinder agreement in the form of EXHIBIT G executed and delivered by a duly authorized officer of the applicable Borrower, and (iii) good standing certificates from the applicable jurisdiction of formation for such Person (together with such resolutions and other evidence of corporate, limited liability company or partnership action, as applicable, as shall be required to complete the Acquisition); (g) a calculation of the Allocated Loan Amount for each Acquisition Property which shall be equal to the Cash Purchase Price for the applicable Acquisition funded from the Acquisition Reserve multiplied by the quotient (expressed as a percentage) of (x) Net Tower Cash Flow of the applicable Property divided by (y) Net Tower Cash Flow of all Qualifying Acquisition Properties acquired in such Acquisition; provided that the Allocated Loan Amount for any Properties that are not Qualifying Acquisition Properties shall be $0.00; and (h) evidence that, with respect to all Acquisition Properties, after giving effect to such Acquisition, (x) the average remaining term (including all available extensions) of the Ground Leases for such Properties (taken as a whole) is equal to or greater than fifteen (15) years, and (y) at least eighty percent (280%) of the first One Hundred Thousand Dollars Operating Revenues generated by such Properties ($100,000.00taken as a whole) comes from telephony tenants. (iv) Not later than forty-five (45) days following completion of an Acquisition, the Borrowers shall, or shall cause Manager to, deliver to Lender copies of all leases and any Ground Leases affecting any Acquisition Property acquired in such Acquisition, certified, to the Knowledge of the hard costs of Tenant’s Work, Borrowers as being true and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancecorrect.

Disbursement. Upon (a) If at any time after the completion Closing Date and prior to the termination of Tenant’s Workthis Agreement, Tenant shall submit to Landlord a the Escrow Agent receives written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed instructions in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) terms of Section 2.4 hereof from Acquiror to make a copy payment to Acquiror, then the Escrow Agent shall make payments out of the building permit or job card for Tenant’s WorkEscrow Indemnity Funds to Acquiror, showing that Tenant’s Work has been finally approved by in accordance with such instructions and with Section 2.4, unless the appropriate inspectors; Escrow Indemnity Funds shall be insufficient to comply with such instructions, in which case the Escrow Agent shall pay the entire Escrow Indemnity Funds to Acquiror and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy shall advise Acquiror and the Agent in writing of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) such payment. The number of shares of the first One Hundred Thousand Dollars Escrow Indemnity Funds to be delivered to Acquiror in connection with each payment hereunder shall be calculated by Acquiror and shall be equal to the quotient obtained by dividing ($100,000.00i) the Claimed Amount (as defined in Section 2.4) by (ii) the average closing price per share of Acquiror Stock for the period of 20 trading days ending three trading days prior to the date of such payment (the "Market Price"). The closing price for each such trading day shall be the last quoted sale price or, if not so quoted, the average of the hard costs low bid and high asked prices on the Nasdaq National Market System. (b) The Escrow Agent may make any payments out of Tenant’s Workthe Escrow Indemnity Funds that may at the time be permitted to be made under the provisions of Section 2.4 below, and one percent shall make all such payments that at the time are required to be made under such provisions or are jointly requested in writing by Acquiror and the Agent. Any payment which would result in the disbursement of a fractional share of Acquiror Stock shall be rounded to the nearest whole share. In the event that any payment is made pursuant to this Agreement, Acquiror shall deliver to the Escrow Agent a new certificate registered in the name of Jaxxx X. Xxxxxx, Xx., as Agent, representing the Escrow Indemnity Funds less such shares disbursed in the payment and all previous payments. (1%c) of any additional hard costs of Tenant’s Work. Landlord shall pay In the Construction Allowance to Tenant within 30 event there are no Unresolved Claims (as hereinafter defined), on the date which is ten (10) days after the expiration of the Escrow Indemnity Period, or the next business day if such date is not a business day, Acquiror shall deliver or cause to be delivered to the Escrow Agent cash in lieu of fractional shares calculated in accordance with the second to last sentence of this paragraph (c) and separate certificates registered in each Stockholder's name (or, in the event of a transfer of ownership of Acquiror Stock which is not registered in the transfer records of the Company, in the name of a transferee who has presented documents reasonably required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid), representing such Stockholder's Proportionate Share of the Escrow Indemnity Funds, less such Stockholder's Proportionate Share of all portions thereof, if any, (i) paid to Acquiror pursuant to subparagraphs (a) and (b) above, and (ii) which are the subject of Unresolved Claims (as hereinafter defined). The Escrow Agent shall retain the portion of the Escrow Indemnity Funds which relates to all Unresolved Claims until resolution of such Unresolved Claims in accordance with the terms hereof. In the event one or more Unresolved Claims with respect to the Escrow Indemnity Funds, if any, shall exist upon the expiration of the Escrow Indemnity Period, shares of Acquiror Stock with a Market Price measured as of the date of Landlord’s receipt such expiration (such number to be determined by Acquiror) equal to the sum of Tenant’s Completion Notice (i) the aggregate amount of such Unresolved Claims and (ii) the amount reasonably estimated by Acquiror to cover the fees, expense and other costs (including all reasonable counsel fees and expenses) which will be required to resolve such Unresolved Claims shall be retained as part of the materials Escrow Indemnity Funds and documentation specified abovethe balance thereof, if any, shall be distributed to the Stockholders entitled thereto. Upon the resolution of all such Unresolved Claims and the payment of all such fees, expenses and costs out of the Escrow Indemnity Funds, the balance of the Acquiror Stock, if any, shall be distributed to the Stockholders entitled thereto in accordance with the terms hereof. In lieu of issuing fractional shares pursuant to this paragraph (c), each Stockholder shall receive the highest whole number of shares of Acquiror Stock to which he or she is entitled plus cash equal to the fraction of a share of Acquiror Stock to which the Stockholder would otherwise be entitled multiplied by the Market Price of the Acquiror Stock determined by Acquiror as of the date three days prior to the distribution of such shares. Landlord Promptly after such receipt, the Escrow Agent will deliver such certificates together with any cash in lieu of fractional shares to each respective Stockholder (or transferee) at the addresses to be supplied by Acquiror in accordance with Acquiror's written instructions. Acquiror shall make all calculations relating to shares of Acquiror Stock or cash in lieu of fractional shares, and the Escrow Agent shall not be required to pay responsible for determining the accuracy of any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowancesuch calculation.

Disbursement. Upon (a) Subject to the completion of Tenant’s Workconditions set forth in Article 4, Tenant the DPDF Lender shall submit disburse to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following Borrower on the Agreement Date (collectively, the “Tenant’s Completion NoticeFirst Disbursement”): ) (i) copies aggregate term loans of paid invoices $15,000,000, evidenced by a Term Note, and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification aggregate term loans of $10,000,000, evidenced by a Senior Secured Convertible Note, in the case of each of the foregoing, in accordance with their respective allocations set forth on Schedule 2.2 as such allocations may be revised by the DPDF Lender from Tenant’s architect time to time (the “Allocations”). The DPDF Lender shall reserve from the First Disbursement $161,000 which, absent an Event of Default, shall be released to Borrower upon the filing of a Uniform Commercial Code termination statement with respect to the Uniform Commercial Code-1 financing statement number E120030277 filed with the Secretary of State of Iowa on April 26, 2012 naming Kirkwood Community College as the secured party. (b) Subject to the conditions set forth in Article 4, the DPDF Lender shall disburse to the Borrower in three additional Disbursements (the “Second Disbursement”, the “Third Disbursement” and engineer the “Fourth Disbursement” respectively and, collectively with the First Disbursement, the “Disbursements”) term loans in the aggregate amount of $10,000,000 in the case of the Second Disbursement and $12,500,000 in the case of each of the Third and Fourth Disbursements each evidenced by a Term Note, upon receipt from the Borrower on a Business Day (other than the last Business Day of a month) of a written request (“Disbursement Request”) and stating that all no Default or Event of Tenant’s Work Default has been completed occurred or will have occurred on the disbursement date. The disbursement date set forth in a Disbursement Request shall be a date not less than 15 Business Days after the date of receipt by the Lenders of such Disbursement Request and no earlier than the second Business Day of the month following the month in which such Disbursement Request is received. The DPDF Lender shall fulfill each Disbursement Request in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; Allocations. (iiic) a copy Subject to the satisfaction of the building permit or job card for Tenant’s Workconditions set forth in the December 2019 Exchange Agreement, showing that Tenant’s Work has been finally approved each Lender shall be deemed to make certain loans to the Borrower on the Effective Date by assigning and transferring all right, title and interest in and to its Indenture Notes to the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy Borrower in accordance with the terms of the Premises have been satisfiedDecember 2019 Exchange Agreement, that Tenantin exchange for the December 2019 Notes, duly executed on behalf of the Borrower in the principal amount set forth across from such Lender’s Work has been completed according name on Schedule 1 to the approved Working Drawings December 2019 Exchange Agreement in the column captioned “December 2019 Notes (principal amount)”. All Obligations of the Borrower under each December 2019 Note shall constitute a “Loan” for all purposes of this Agreement and that the cost Transaction Documents. The Borrower shall record in the Register the interests of all labor each Lender in the Loans and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowanceeach December 2019 Note, prior to disbursement to Tenant, a construction management fee payable to Landlord in including the amount of two percent (2%) the Loan evidenced by each December 2019 Note. Each New Senior Lender shall be deemed a “Lender” for all purposes of this Agreement and the first One Hundred Thousand Dollars ($100,000.00) of Transaction Documents, except as otherwise provided herein or in the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction AllowanceDecember 2019 Exchange Agreement.

Disbursement. Upon The Escrow Agent shall hold the completion Escrow Shares of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all each Existing Stockholder for the period commencing on the date of the following Prospectus and ending three (collectively, “Tenant’s Completion Notice”): (i3) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days years after the date of Landlord’s receipt of Tenant’s Completion Notice the Prospectus (including all the “Escrow Period”). On such date, the Escrow Agent shall, upon written instructions from each Existing Stockholder, disburse each of the materials and documentation specified above). Landlord shall not be required Existing Stockholder’s Escrow Shares to pay any portion of such Existing Stockholder; provided, however, that if the Construction Allowance Escrow Agent is notified by the Company pursuant to Section 4.2 hereof that the Company is being liquidated at any time during an Event of Default by Tenant under the Lease. Tenant Escrow Period, then the Escrow Agent shall not be entitled promptly release the Escrow Shares to any credit for any unused portion the Existing Stockholders so that they can similarly participate in the distribution of the Construction Allowancefunds held in trust as described in the Company’s Amended and Restated Certificate of Incorporation and that certain Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as trustee; provided, further, that if, after the Company consummates an Initial Business Combination (as defined and more fully described in the Prospectus and the Company’s Amended and Restated Certificate of Incorporation (the “Initial Business Combination”) and the Company or the surviving entity of such Initial Business Combination subsequently consummates a transaction which results in all of the stockholders of the Company or such entity having the right to exchange their shares of Common Stock for cash, securities or other property, then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or President of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release the Escrow Shares to the Existing Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance with this Section 2.2. The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate an Initial Business Combination within the time period(s) specified in the Prospectus.

Disbursement. Upon the completion (a) Each disbursement by Lender of Tenant’s Work, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice such Restoration Proceeds shall be accompanied funded in disbursements made not more frequently than once each calendar month, subject to conditions and in accordance with disbursement procedures which a commercial construction lender would typically establish in the exercise of sound banking practices, including requiring lien waivers and any other documents, instruments or items which may be reasonably required by Lender. All plans and specifications required in connection with Restoration shall be subject to prior review and acceptance in all respects by Lender (which approval shall not be unreasonably withheld, conditioned, or delayed) and, to the extent reasonably required by Lender, by an independent consulting engineer selected by Lender (the “Casualty Consultant”). Lender shall have the use of the following (collectivelyplans and specifications and all permits, “Tenant’s Completion Notice”): licenses and approvals required or obtained in connection with Restoration. The identity of (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, the general contractor engaged in Restoration and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification all subcontractors providing more than $100,000 in labor or materials engaged in Restoration, as well as the contracts under which any of the foregoing have been engaged, shall be subject to prior review and approval by Lender and, if applicable, the Casualty Consultant (which approval shall not be unreasonably withheld, conditioned, or delayed). Notwithstanding the foregoing, in the event of an emergency for which Borrower must act immediately to hire contractors and expend funds to prevent further diminution in value of the Property or to remedy any life or health safety issues, then so long as no Event of Default exists, Borrower need not wait for Lender’s prior approval of the plans, contractors, subcontractors, and the like, to the extent, but only to the extent of the improvements which Borrower reasonably believes need to be immediately undertaken to remedy the applicable emergency situation, and Lender shall reasonably take such emergency situation into account when approving or disapproving after the fact Borrower’s actions and funds expended in connection with such emergency. All actual and reasonable out-of-pocket costs and expenses incurred by Lender in connection with making the Net Restoration Proceeds available for Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower. (b) In no event shall Lender be obligated to make disbursements of Restoration Proceeds in excess of an amount equal to the costs actually incurred from Tenant’s architect time to time for work in place as part of the Restoration, as reasonably determined by Lender, less, as to each contractor, subcontractor or materialman engaged in a Restoration, an amount equal to the greater of (i) ten percent (10%) of the costs actually incurred for work in place as part of such Restoration, as reasonably determined by Lender, and engineer (ii) the amount actually withheld by Borrower as retainage (the “Casualty Retainage”). Upon fifty percent (50%) of the Restoration being completed as reasonably determined by Lender, such Casualty Retainage shall be reduced to an amount equal to five percent (5%) of the costs actually incurred for work in place as part of such Restoration. The Casualty Retainage shall not be released until Lender reasonably determines that all of Tenant’s Work the Restoration has been completed in accordance with the Working Drawings approved by Landlord provisions of this Agreement and that all approvals and Permits necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in compliance with full or will be paid in full out of the Casualty Retainage; provided, however, the retainage due to any subcontractor or materialman whose Restoration services or materials relate solely to a component of the Restoration completed prior to the completion of the entire Restoration shall be promptly released after Lender determines that such component has been completed in satisfaction of all applicable Laws; (iii) a copy Restoration completion requirements hereunder and all other requirements to the disbursement of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises Net Restoration Proceeds with respect thereto have been satisfied. (c) If at any time the Net Restoration Proceeds or the undisbursed balance thereof (exclusive of BI/Rent Loss Insurance) shall not, in the reasonable opinion of Lender (in consultation with the Casualty Consultant at Lender’s option, if applicable), be sufficient to pay in full the balance of the costs which are estimated by Lender to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Restoration Proceeds shall be made. Any Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with Restoration on the same conditions applicable to the disbursement of the Net Restoration Proceeds, and until so disbursed shall constitute additional security for the Debt and the other obligations of Borrower under the Loan Documents. (d) The excess, if any, of the Net Restoration Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after (i) (A) if Lender has elected to engage or appoint a Casualty Consultant with respect thereto, the Casualty Consultant certifies to Lender or (B) if Lender has not elected to engage or appoint a Casualty Consultant with respect thereto, Borrower certifies to Lender and Lender has reasonably determined, that Tenant’s Work the Restoration has been substantially completed according in accordance with the provisions of this Agreement, and (ii) the receipt by Lender of evidence reasonably satisfactory to Lender that all costs incurred in connection with the approved Working Drawings and that the cost of all labor and materials has Restoration have been paid in full. Tenant has an absolute obligation , shall be remitted by Lender to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction AllowanceBorrower, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%) of the first One Hundred Thousand Dollars ($100,000.00) of the hard costs of Tenant’s Work, and one percent (1%) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at any time during an provided no Event of Default by Tenant under the Lease. Tenant shall not have occurred and shall be entitled to any credit for any unused portion of the Construction Allowancecontinuing.

Disbursement. Upon (a) Promptly after the completion of Tenant’s WorkEscrow Expiration Date, Tenant and except as set forth below, the Escrow Agent shall submit deliver to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by all of the following (collectively, “Tenant’s Completion Notice”): (i) copies of paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed Escrow Fund Recipients in accordance with the Working Drawings approved applicable Escrow Distribution Schedule (including with respect to delivery instructions) delivered by Landlord Escrow Fund Recipient Agent to each of Purchaser and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for Tenant’s Work, showing that Tenant’s Work has been finally approved by the appropriate inspectors; and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfied, that Tenant’s Work has been completed according Escrow Agent pursuant to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to Landlord’s obligation to fund the Construction Allowance. Landlord shall deduct from the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in the amount of two percent (2%Section 9.2(c)(ii) of the first One Hundred Thousand Dollars Merger Agreement ($100,000.00i) the remaining portion of the Escrow Fund after the satisfaction of any Losses and any Post-Closing Purchase Price Reduction, and (ii) the portion of the After-Tax Escrow Earnings that bears the same proportion as the amount described in clause (i) of this sentence bears to the Escrow Fund. Notwithstanding the foregoing, the Escrow Period shall not terminate with respect to (i) such amount (or some portion thereof) of the hard costs Escrow Fund that is necessary in the reasonable judgment of TenantPurchaser, subject to the objection of Escrow Fund Recipient Agent and the subsequent arbitration of the matter in the manner provided in Section 9.2(h) of the Merger Agreement, to satisfy any unsatisfied Losses concerning facts and circumstances existing prior to the termination of the Escrow Period specified in any Officer’s WorkCertificate delivered to the Escrow Agent prior to termination of the Escrow Period or any Post-Closing Purchase Price Reduction not yet paid to Purchaser, and one percent (1%ii) of any additional hard costs of Tenant’s Work. Landlord shall pay the Construction Allowance to Tenant within 30 days after the date of Landlord’s receipt of Tenant’s Completion Notice (including all of the materials and documentation specified above). Landlord shall not be required to pay any portion of the Construction Allowance at After-Tax Escrow Earnings that bears the same proportion as the amount described in clause (i) of this sentence bears to the Escrow Fund. As soon as any time during an Event of Default by Tenant under such Loss or Post-Closing Purchase Price Reduction has been resolved, the Lease. Tenant Escrow Agent shall not be entitled distribute to any credit for any unused the Escrow Fund Recipients (i) the remaining portion of the Construction AllowanceEscrow Fund not required to satisfy any other such unresolved Loss or Post-Closing Purchase Price Reduction in accordance with the applicable Escrow Distribution Schedule, and (ii) the portion of the After-Tax Escrow Earnings that bears the same proportion as the amount described in clause (i) of this sentence bears to the Escrow Fund.

Disbursement. Upon the completion Prior to commencement of Tenant’s Workconstruction, Tenant shall submit to Landlord a written notice indicating that Tenant has completed Tenant’s Work, which notice shall be accompanied by an estimate of the cost of all of the following (collectivelyTenant Improvements, “Tenantincluding a copy of the contractor’s Completion Notice”): (i) copies bid. Landlord shall pay to Tenant the Tenant Improvement Allowance in installments equal to its pro rata share of the amount of the contractor’s invoice as construction progresses and after Landlord’s inspection and verification that the work to be paid invoices and final, unconditional lien waivers from Tenant’s architect, engineer, general contractor and all subcontractors, showing that full payment has been received for the design and construction of Tenant’s Work; (ii) certification from Tenant’s architect and engineer that all of Tenant’s Work has been completed substantially in accordance with the Working Drawings approved by Landlord and in compliance with all applicable Laws; (iii) a copy of the building permit or job card for TenantFinal Plans. Landlord’s Work, showing that Tenant’s Work has been finally approved inspection shall be undertaken by the appropriate inspectors; Building architect, Huntsman and (iv) any other evidence reasonably required by Landlord indicating that all legal requirements for Tenant’s occupancy of the Premises have been satisfiedAssociates, that Tenant’s Work has been completed according to the approved Working Drawings and that the cost of all labor and materials has been paid in full. Tenant has an absolute obligation to provide the documents and materials listed above; such documents and materials are not merely conditions to at Landlord’s obligation to fund expense and shall be undertaken with a frequency such that Landlord can disburse timely the Construction Tenant Improvement Allowance. Landlord Landlord’s pro rata share shall deduct from be a fraction, the Construction Allowance, prior to disbursement to Tenant, a construction management fee payable to Landlord in numerator of which is the amount of two percent (2%) the Tenant Improvement Allowance and the denominator of which is the total cost of the first One Hundred Thousand Dollars Tenant Improvements. Tenant shall provide evidence satisfactory to Landlord prior to or concurrently with Landlord’s disbursement that ($100,000.00i) Tenant is contemporaneously paying its share of the hard costs invoice; and Tenant has obtained with respect to the portion of the work for which payment is requested appropriate mechanic’s lien releases from the contractor and all subcontractors being paid more than $10,000; provided, however, Tenant shall have the right to reasonably contest the accuracy or legitimacy of said bills, invoices and statements by refusing to make payment when in good faith it determines that payment is not due in whole or in part. In the event that Tenant does dispute or contest such bills, it shall, promptly upon the written request of Landlord, record at Tenant’s sole cost and expense a Mechanic’s Lien Release Bond to free the premises from the applicable mechanic’s lien to the extent filed. The Tenant Improvement Allowance shall be disbursed by Landlord every four (4) weeks pursuant to requests for disbursement by Tenant. In the event that there remain undisbursed portions of the Tenant Improvement Allowance after Tenant’s delivery to Landlord of the final contractor invoice, Landlord shall disburse to Tenant within ten (10) days of Tenant’s Work, and one percent (1%) request such remaining undisbursed portion of any additional hard costs the Tenant Improvement Allowance to the extent such disbursement does not exceed the aggregate of Tenant’s Workpro rata share of the costs of the Tenant Improvements. Tenant may, at any time following the execution of this Agreement, submit to Landlord no more frequently than monthly an invoice(s) for the design costs of the Tenant Improvements (the “Design Costs”). Landlord shall pay from the Construction Tenant Improvement Allowance to Tenant within 30 days after the date amount of Landlord’s receipt of Tenant’s Completion Notice (including all such Design Costs and any such payments shall reduce the amount of the materials and documentation specified above). Landlord shall not be required Tenant Improvement Allowance available to pay any portion the costs of the Construction Allowance at any time during an Event of Default by Tenant under the Lease. Tenant shall not be entitled to any credit for any unused portion of the Construction Allowanceconstruction.