Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. Except for termination by Purchaser prior to expiration of the Due Diligence Period (in which case the Deposit shall be returned to Purchaser without any action by Seller), if for any reason the Closing does not occur, the Escrow Agent hereby acknowledges shall deliver the Deposit to Seller or Purchaser only upon receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied a written demand therefor from such party, subject to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and following provisions of this AgreementSection 19(c). If for any reason the Closing does not occur and either party makes a written demand upon the Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any payment of the monies then held by it under Deposit, the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”)of such demand. If the Escrow Agent does not receive a written objection from the other party to the proposed payment within five ten (510) business days after the giving of such notice, the Escrow Agent does not receive any written objection is hereby authorized to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demandmake such payment. If the Escrow Agent does receive such written objection from within such period, the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action continue to hold such amount until otherwise directed by written instructions signed by Seller and Purchaser or a final judgment of a court. The parties acknowledge that the dispute between Escrow Agent is acting solely as a stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties has been resolved pursuant to either clause (a) for any action or (b) aboveomission on its part taken or made in good faith, providedand not in disregard of this Agreement, however, in but shall be liable for its negligent acts. Seller and Purchaser shall jointly and severally indemnify and hold the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court harmless from and against all liabilities (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with the performance of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon the Escrow Agent’s obligations hereunder duties hereunder, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part of the Escrow Agent. Purchaser shall terminatepay any income taxes on any interest earned on the Deposit. Notwithstanding anything stated to the contrary in this Agreement, Seller shall not be entitled to demand (and any such demand shall be void and ineffective) or receive the Deposit at any time prior to expiration of the Due Diligence Period.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.or

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Builder directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by it from the parties. Upon disposition by Escrow Agent as provided in Section 1.04(a) hereofAgent, in accordance with the terms and provisions hereof, of this Agreement. the funds deposited with or retained by Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. , Escrow Agent shall be liable only fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold said sums the Reservation Deposit, to make payments and deliver the same to the parties named herein distributions in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable otherwise to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretodischarge its obligations hereunder. Escrow Agent shall not be required to disburse liable for any of the monies held act performed in good faith or in reliance on any document instrument or statement believed by it under this Agreement unless in accordance with either a joint written instruction of Buyer to be genuine. The Reserving Party and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Builder jointly and severally agree to indemnify and hold harmless Escrow Agent from either Buyer all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys’ fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from any action taken or Seller (omitted by the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent and for which it shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party have been adjudged grossly negligent or engaged in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatewillful misconduct.

Escrow Provisions. Escrow Agent hereby acknowledges receipt Upon the execution of this Agreement by Buyer and Seller, and the acceptance of this Agreement by Escrow Agent in writing, this Agreement shall constitute the joint escrow instructions of Buyer and Seller to Escrow Agent to open the Escrow for the consummation of the Initial Deposit paid by Buyer transaction contemplated hereby pursuant to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Upon Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Agent’s receipt of the Deposit and Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by Agent’s written acceptance of this Agreement, Escrow Agent is acting authorized and agrees to act in accordance with the terms of this Agreement. Buyer and Seller shall promptly execute general escrow instructions based upon this Agreement at the request of Escrow Agent; provided, however, that if there is any conflict or inconsistency between such general escrow instructions and this Agreement, this Agreement shall control. At Closing, Escrow Agent shall pay any sum owed to Seller with immediately available United States federal funds. Upon receipt of a written demand from the Seller or Buyer pursuant to this Agreement (a “Demand”), Escrow Agent shall send a copy of such Demand to the other party. If, within five (5) Business Days after receipt thereof, such other party has not notified Escrow Agent of an objection to the disbursement of the Deposit as indicated in such Demand (a “Notice of Objection”), Escrow Agent shall comply with the instructions of such Demand. Each party agrees not to deliver a Notice of Objection without having a good faith reason for doing so. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the Demand, and thereafter, in its reasonable discretion, the Escrow Agent may in the capacity event of conflicting instructions as to the disposition of the Deposit elect either (i) to continue to hold the Deposit until the Escrow Agent receives a written agreement of Buyer and Seller (or an order of a depository only court of competent jurisdiction) directing the disbursement of the Deposit, in which event the Escrow Agent shall disburse the Deposit in accordance with such agreement or order, or (ii) interplead the Deposit into any court of competent jurisdiction in connection with an action of interpleader or any other proceeding (including any court in which litigation between Seller and Buyer is then pending). Escrow Agent shall not be liable or responsible to anyone for any damagesaction taken or omitted in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement and it may rely, losses and shall be protected in acting or expenses unless same shall refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notice, certificate, instrument, request, paper or other documents believed by it to be genuine and to have been caused made, sent, signed or presented by the proper party or parties. Escrow Agent shall be under no obligation to take any legal action in connection with the Deposit or this Agreement or to appear in, prosecute or defend any action or legal proceedings which would or might, in its sole opinion, cause it to incur any cost, expense, loss or liability unless, in advance, Escrow Agent shall be furnished with an indemnity, reasonably acceptable to Escrow Agent, against all such cost, expense, loss or liability. Notwithstanding any other provision of this Agreement, and except as otherwise set forth above, Buyer and Seller jointly indemnify and hold harmless Escrow Agent against any actual, out-of-pocket cost or expense incurred (in good faith and without gross negligence or willful malfeasance misconduct on its part) and arising out of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made or in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it its services under the terms of this Agreement, including the cost and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights expense of the adverse claimants shall have been finally adjudicated in a court defending itself against any claim of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretoliability. Escrow Agent shall not be required to disburse bound by any modification of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon affecting Escrow Agent’s obligations duties hereunder shall terminateunless the same is in writing and signed by Buyer, Seller and Escrow Agent.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the aforementioned deposit and shall return or release the deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Sponsor directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by it from either party. Upon disposition by Escrow Agent as provided in Section 1.04(a) hereofAgent, in accordance with the terms hereof, of the funds deposited with or retained by Escrow Agent hereunder, Escrow Agent shall be fully and provisions finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold the Deposit, to make payments and distributions in accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. Escrow Agent shall not be entitled liable for any act performed in good faith or in reliance on any document instrument or statement believed by it to any fees or compensation for its services hereunderbe genuine. The Reserving Party and Sponsor jointly and severally agree to indemnify and hold harmless Escrow Agent from all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall be liable only to hold said sums and deliver not have resulted from any action taken or omitted by the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same which it shall have been caused by the gross negligence adjudged grossly negligent or engaged in willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatemisconduct.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereofBuyer. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller. Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by severally agree to indemnify and hold harmless Escrow Agent from either Buyer or Seller one half (the “Notifying Party”1/2) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent under may incur in its compliance in good faith with the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, ; provided, however, in this indemnity shall not extend to any act of gross negligence or willful malfeasance on the case part of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon the Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. (Escrow Agent) acts herein only as the Escrow Agent hereby acknowledges receipt by for Producer and is not responsible for any act of commission or omission on the part or either PURCHASER or ARTIST. In furtherance thereof and for the benefit of (Escrow Agent), it is agreed that neither ARTIST or PURCHASER will name or join (Escrow Agent) as a party in any civil action or suit arising out of, in connection with, or related to any act(s) of commission or omission of PURCHASER or ARTIST and the PURCHASER and ARTIST jointly and severally agree to hold the (Escrow Agent) harmless from and against any and all expenses, costs, actions, claims, or liabilities (including reasonable attorney's fees) which may arise in connection with the Escrow Agent's performance of its duties hereunder, except for the willful misconduct or gross negligence of the Escrow Agent. The Escrow Agent may act or refrain from acting in respect of any matter arising in connection with the Initial Deposit paid by Buyer Escrow Fund, shall have no duties or obligations other than as stated herein and shall be protected in acting upon any notice, certificate, or other communication, not only as to the due execution and the validity and effectiveness of its provision, but also as to the truth and acceptability of any information therein contained, which it shall in good faith believe to be applied valid and to the Purchase Price under the terms hereofhave been signed or presented by a proper person or persons. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. The Escrow Agent shall not be entitled bound by any notice, or demand with respect thereto, or any waiver, modification, amendment, termination, or rescission of this contract unless in writing delivered to any fees or compensation for its services hereunder. the Escrow Agent, and if the duties of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. If at any time there shall be liable only to hold said sums a controversy between PURCHASER and deliver the same ARTIST with respect to the parties named herein in accordance with Escrow Fund, the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in may upon notice to PURCHASER or ARTIST either (i) hold the capacity of Escrow Fund until otherwise directed by a depository only written instrument signed by PURCHASER and shall not be liable ARTIST or responsible to anyone for any damagesby an order, losses decree or expenses unless same shall have been caused judgment by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction which, by lapse of the monies involved herein time or affected herebyotherwise, shall no longer be or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required subject to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller appeal or an undisputed Escrow Demand review or (as hereinafter definedii) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to deposit the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party Fund in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication the final determination of any dispute among the parties hereto. Upon delivery of the Escrow Fund in accordance herewith, the obligations of the Escrow Agent shall cease with respect thereto and it shall not be required to submit such resolution of such dispute perform any further acts whatsoever pursuant to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatethis contract.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunderhereunder other than its customary one-time escrow fee. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the an “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer, jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in compliance with and in good faith in accordance with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Developer directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by it from the parties. Upon disposition by Escrow Agent as provided in Section 1.04(a) hereofAgent, in accordance with the terms and provisions hereof, of this Agreement. the funds deposited with or retained by Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. , Escrow Agent shall be liable only fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold said sums the Reservation Deposit, to make payments and deliver the same to the parties named herein distributions in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable otherwise to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretodischarge its obligations hereunder. Escrow Agent shall not be required to disburse liable for any of the monies held act performed in good faith or in reliance on any document instrument or statement believed by it under this Agreement unless in accordance with either a joint written instruction of Buyer to be genuine. The Reserving Party and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Developer jointly and severally agree to indemnify and hold harmless Escrow Agent from either Buyer all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys’ fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from any action taken or Seller (omitted by the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent and for which it shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party have been adjudged grossly negligent or engaged in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatewillful misconduct.

Escrow Provisions. By executing the Receipt as provided herein, Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund acceptable to Buyer and Seller. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing to the contrary, in the event Buyer timely exercises Buyer’s right to terminate this Agreement pursuant to Section 6.02 hereof prior to the expiration of the Inspection A/72401704.6 Period and Buyer delivers an Escrow Demand together with a copy of Buyer’s termination notice pursuant to Section 6.02 prior to the expiration of the Inspection Period, Escrow Agent shall give written notice thereof to Seller, disburse the Deposit to Buyer and Seller shall not have any right to object thereto. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Developer directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by Escrow Agent as provided in Section 1.04(a) hereofit from the parties. Upon disposition by Xxxxxx Agent, in accordance with the terms and provisions hereof, of this Agreement. the funds deposited with or retained by Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. , Escrow Agent shall be liable only fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold said sums the Reservation Deposit, to make payments and deliver the same to the parties named herein distributions in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable otherwise to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretodischarge its obligations hereunder. Escrow Agent shall not be required to disburse liable for any of the monies held act performed in good faith or in reliance on any document instrument or statement believed by it under this Agreement unless in accordance with either a joint written instruction of Buyer to be genuine. The Reserving Party and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Developer jointly and severally agree to indemnify and hold harmless Escrow Agent from either Buyer all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys’ fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from any action taken or Seller (omitted by the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent and for which it shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party have been adjudged grossly negligent or engaged in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatewillful misconduct.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the aforementioned deposit and shall return or release the deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Sponsor directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by Escrow Agent as provided in Section 1.04(a) hereofit from either party. Upon disposition by Xxxxxx Agent, in accordance with the terms hereof, of the funds deposited with or retained by Escrow Agent hereunder, Escrow Agent shall be fully and provisions finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold the Deposit, to make payments and distributions in accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. Escrow Agent shall not be entitled liable for any act performed in good faith or in reliance on any document instrument or statement believed by it to any fees or compensation for its services hereunderbe genuine. The Reserving Party and Sponsor jointly and severally agree to indemnify and hold harmless Escrow Agent from all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall be liable only to hold said sums and deliver not have resulted from any action taken or omitted by the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same which it shall have been caused by the gross negligence adjudged grossly negligent or engaged in willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatemisconduct.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, Purchase Money Note and the Additional Deposit all other sums or documents delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunderhereunder other than its customary one-time escrow fee. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the an “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer, jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in compliance with and in good faith in accordance with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. (Escrow Agent) acts herein only as the Escrow Agent hereby acknowledges receipt by for Producer and is not responsible for any act of commission or omission on the part or either PURCHASER or ARTIST. In furtherance thereof and for the benefit of (Escrow Agent), it is agreed that neither ARTIST or PURCHASER will name or join (Escrow Agent) as a party in any civil action or suit arising out of, in connection with, or related to any act(s) of commission or omission of PURCHASER or ARTIST and the PURCHASER and ARTIST jointly and severally agree to hold the (Escrow Agent) harmless from and against any and all expenses, costs, actions, claims, or liabilities (including reasonable attorney's fees) which may arise in connection with the Escrow Agent's performance of its duties hereunder, except for the willful misconduct or gross negligence of the Escrow Agent. The Escrow Agent may act or refrain from acting in respect of any matter arising in connection with the Initial Deposit paid by Buyer Escrow Fund, shall have no duties or obligations other than as stated herein and shall be protected in acting upon any notice, certificate, or other communication, not only as to the due execution and the validity and effectiveness of its provision, but also as to the truth and acceptability of any information therein contained, which it shall in good faith believe to be applied valid and to the Purchase Price under the terms hereofhave been signed or presented by a proper person or persons. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. The Escrow Agent shall not be entitled bound by any notice, or demand with respect thereto, or any waiver, modification, amendment, termination, or rescission of this contract unless in writing delivered to any fees or compensation for its services hereunder. the Escrow Agent, and if the duties of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. If at any time there shall be liable only to hold said sums a controversy between PURCHASER and deliver the same ARTIST with respect to the parties named herein in accordance with Escrow Fund, the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in may upon notice to PURCHASER or ARTIST either (i) hold the capacity of Escrow Fund until otherwise directed by a depository only Showdate(s): 04/06/11 Exhibit A Additional Terms and shall not be liable Conditions for Non-AFM Members Pop Evil CONTRACT #: 184648 written instrument signed by PURCHASER and ARTIST or responsible to anyone for any damagesby an order, losses decree or expenses unless same shall have been caused judgment by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction which, by lapse of the monies involved herein time or affected herebyotherwise, shall no longer be or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required subject to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller appeal or an undisputed Escrow Demand review or (as hereinafter definedii) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to deposit the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party Fund in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication the final determination of any dispute among the parties hereto. Upon delivery of the Escrow Fund in accordance herewith, the obligations of the Escrow Agent shall cease with respect thereto and it shall not be required to submit such resolution of such dispute perform any further acts whatsoever pursuant to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatethis contract.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to not comply with any such claims or demands so long as such disagreement may continue. In so refusing, and, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusalactions; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “"Notifying Party”") of any notice or request (the “"Escrow Demand”") to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “"Notified Party”"). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a). Further, Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party with the written consent of Buyer and Seller, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the aforementioned deposit and shall return or release the deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Sponsor directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by it from either party. Upon disposition by Escrow Agent as provided in Section 1.04(a) hereofAgent, in accordance with the terms hereof, of the funds deposited with or retained by Escrow Agent hereunder, Escrow Agent shall be fully and provisions finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold the Deposit, to make payments and distributions in accordance with the terms of this Escrow Agreement, and otherwise to discharge its obligations hereunder. Escrow Agent shall not be entitled liable for any act performed in good faith or in reliance on any document instrument or statement believed by it to any fees or compensation for its services hereunderbe genuine. The Re- serving Party and Sponsor jointly and severally agree to indemnify and hold harmless Escrow Agent from all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall be liable only to hold said sums and deliver not have resulted from any action taken or omitted by the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same which it shall have been caused by the gross negligence adjudged grossly negli- gent or engaged in willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatemisconduct.

Escrow Provisions. (a) In the event Escrow Agent hereby acknowledges receipt by Escrow Agent of is required to invest the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to holdEscrowed Funds hereunder, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to held responsible for any fees loss of principal or compensation for its services hereunderinterest which may be incurred as a result of making such investment or redeeming such investment in accordance herewith. Purchaser and Seller authorize Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreementaccept, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with and obey any such claims writs, orders, judgments or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery decrees entered or other disposition of issued by any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyerwith jurisdiction, and Escrow Agent shall have been notified in writing not be liable to Purchaser or Seller or any other person by reason of such agreement signed by compliance, notwithstanding that such writ, order, judgment or decree be subsequently reversed, modified, annulled, set aside or vacated. If Escrow Agent is made a party defendant to any suit or proceedings regarding the parties heretoescrow of the Escrowed Funds, Purchaser and Seller agree to pay Escrow Agent, upon written demand, all reasonable costs, attorney’s fees, and expenses incurred with respect to such suit or proceeding, except to the extent arising from Escrow Agent’s gross negligence, willful misconduct or breach of this Agreement. (b) Escrow Agent shall not be required to disburse bound by any modification, cancellation or rescission of the monies held by it under this Agreement unless in accordance with either a joint written instruction writing and signed by Escrow Agent. (c) Each of Buyer Purchaser and Seller Seller, jointly and severally, shall indemnify and hold harmless Escrow Agent from and against any and all losses, liabilities, damages, claims, expenses or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt costs actually incurred by Escrow Agent from either Buyer or Seller (the “Notifying Party”) in connection with its performance of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held its duties hereunder, other than those caused by Escrow Agent under the terms Agent’s own breach of this Agreement, Escrow Agent willful misconduct, bad faith or gross negligence. (d) The direction or consent of any individual Seller as to any action taken on behalf of Seller under this Agreement shall give written notice be deemed to the other party (the “Notified Party”)be binding as to Seller collectively. If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent shall deliver the Deposit to Seller or Buyer promptly after receiving a joint written notice from Seller and Buyer directing the disbursement of the Initial Deposit paid by Buyer same, such disbursement to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, made in accordance with such direction. If Escrow Agent receives written notice from Buyer or Seller that the terms and provisions of this Agreement. party giving such notice is entitled to the Deposit, which notice shall describe with reasonable specificity the reasons for such entitlement, then Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (ai) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall promptly give written notice to the other party of Escrow Agent’s receipt of such notice and enclosing a copy of such notice and (ii) subject to the “Notified Party”). If within five provisions of the following paragraph which shall apply if a conflict arises, on the fourteenth (514th) business days day after the giving of such noticethe notice referred to in clause (i) above, Escrow Agent does not receive any written objection deliver the Deposit to the Escrow Demand from party claiming the Notified Partyright to receive it; provided further that if Buyer requests a refund of the Initial Deposit on or prior to the expiration of the Due Diligence Period (whether or not such request is also executed by Seller), Escrow Agent shall comply promptly disburse the Deposit to Buyer in accordance with that request. Buyer and Seller hereby agree to send to the Escrow Demand. If other, a duplicate copy of any written notice sent to Escrow Agent does receive written objection from and requesting any such disbursement or countermanding a request for disbursement In the Notified Party in a timely manner as aforesaid, event that Escrow Agent shall take no further action until be uncertain as to its duties or actions hereunder or shall receive instructions or a notice from the dispute between Buyer or Seller which are in conflict with instructions or a notice from the parties has been resolved pursuant to either clause (a) other party or (b) above, provided, howeverwhich, in the case reasonable opinion of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder , are in conflict with any of the provisions of this Contract, it shall terminate.be entitled to take any of the following courses of action:

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses loses or expenses or for any action or nonaction taken in good faith in connection with the performance of its duties hereunder unless the same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller Sellers resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this AgreementAgreement to Buyer or Sellers, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller Sellers and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this AgreementFurther, Escrow Agent shall give written notice have the right at all times to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies pay all sums held by it into any court of competent jurisdiction pending such adjudication and to submit such resolution of such in the county where the Properties lie, after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. In no event shall the Escrow Agent be under any duty whatsoever to institute or defend any such proceeding. All expenses reasonably incurred by Escrow Agent as a result of a dispute or controversy under this Agreement between Buyer and Sellers shall be paid by the losing party to such dispute. Otherwise, any fee due Escrow Agent shall be shared equally by the parties. Escrow Agent shall not be obligated to take any action hereunder which might in its reasonable judgment subject it to any expense or liability unless it shall have been furnished with reasonable indemnity by Buyer and/or Sellers. Escrow Agent shall incur no liability for acting in accordance with the terms of this Agreement. Escrow Agent may rely and shall be protected in acting upon any resolution, certificate, opinion, notice, request, consent, or other paper or document believed by it to be genuine and to have been signed by the proper person or persons.

Escrow Provisions. Escrow Agent hereby acknowledges receipt The Deposit shall be held in escrow by Escrow Agent on the following terms and conditions: 18.1. The Deposit shall be invested in either the certificates of deposit of a commercial bank which is a member of the Initial Deposit paid by Buyer to be applied New York Clearing House Association or in United States Treasury bills or notes. In either case, the maturity of the investment shall not exceed thirty (30) days or the Closing Date, whichever is earlier. If such maturity shall occur prior to the Purchase Price under Closing, the terms hereof. Escrow Agent agrees to holdDeposit (which, keep and deliver for the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions purposes of this Agreement, shall include any interest collected thereon so that whichever party is entitled to the Deposit will also receive the interest collected thereon) shall be reinvested under the same terms and conditions. 18.2. Escrow Agent shall not be entitled deliver the Deposit to Seller or Buyer, as the case may be, on the following conditions: (a) To Seller upon receipt of a notice signed by both Seller and Buyer stating that the Closing has been consummated; (b) To Seller, upon receipt of demand therefor signed by Seller stating that Buyer has defaulted (after the receipt of any fees or compensation for applicable notice and the expiration of any applicable grace period) in the performance of its services hereunder. obligations under this Agreement; provided, however, that Escrow Agent shall be liable only to hold said sums and deliver not honor such demand until at least ten (10) days after the same to the parties named herein date on which Buyer shall have received a copy of such demand from Escrow Agent, nor thereafter following such ten (10) day period if Escrow Agent shall have received a notice of objection from Buyer given in accordance with the provisions of this Agreementsubparagraphs 18.3 or 18.4; or (c) To Buyer, it being expressly understood upon receipt of demand therefor signed by Buyer stating that by acceptance either Seller has defaulted (after the receipt of this Agreement, Escrow Agent is acting any applicable notice and the expiration of any applicable grace period) in the capacity performance of a depository only and shall not be liable its obligations under this Agreement or responsible that Buyer is otherwise entitled to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any refund of the monies then held by it under Deposit pursuant to the terms of this Agreement; provided, and in so doing however, that Escrow Agent shall not become liable to anyone for honor such refusal; and Escrow Agent shall refrain from acting demand until at least ten (a10) days after the rights of the adverse claimants date on which Seller shall have been finally adjudicated in received a court copy of competent jurisdiction of the monies involved herein or affected herebysuch demand from Escrow Agent, or nor thereafter following such ten (b10) all differences shall have been adjusted by agreement between Seller and Buyer, and day period if Escrow Agent shall have been notified in writing received a notice of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and objection from Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller given in accordance with the provisions hereinafter set forthof subparagraphs 18.3 or 18.4. Upon receipt by Escrow Agent from either Buyer 18.3. Any notice to, or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreementdemand upon, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent be in writing and shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.be sufficient only if received by

Escrow Provisions. This Agreement shall constitute escrow instructions to Escrow Agent, which is hereby appointed and designated to act as escrow agent and instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into escrow as herein provided. By executing this Agreement, Escrow Agent hereby acknowledges agrees (i) to act as escrow agent in accordance with the terms and provisions of this Agreement, and (ii) to execute the attached Initial Deposit Receipt, Additional Deposit Receipt, Extension Deposit Receipt, if applicable, and the Final Deposit Receipt, to acknowledge receipt by Escrow Agent of the Initial Deposit, the Additional Deposit, the Extension Deposit, if applicable, and the Final Deposit paid by Buyer to be applied to the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund acceptable to Buyer and Seller. At the applicable Closing, Escrow Agent shall release the allocated portion of the Deposit to Seller, which allocated portion of the Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If Except as set forth below, if within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such in [Confirm: Mecklenburg County, North Carolina] after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing to the contrary, in the event Buyer timely exercises Buyer’s right to terminate this Agreement pursuant to Section 6.02 hereof prior to the expiration of the Inspection Period as evidenced by Buyer's failure to deliver the Acceptance Notice, or the delivery of a termination notice, each as contemplated pursuant to Section 6.02, Escrow Agent shall disburse the Deposit to Buyer and Seller shall not have any right to object thereto. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. By executing the Receipt as provided herein, Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) unless a dispute between or among the parties hereto as arisen, to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing to the contrary, in the event Buyer timely exercises Buyer’s right to terminate this Agreement pursuant to Section 6.02 hereof prior to the expiration of the Inspection Period and Buyer delivers an Escrow Demand together with a copy of Buyer’s termination notice pursuant to Section 6.02, Escrow Agent shall give written notice hereof to Seller, disburse the Deposit to Buyer, and Seller shall not have any right to object thereto. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of negligence or malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be held and applied to the Purchase Price under in strict accordance with the terms hereofof this Agreement. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or any Seller (the “"Notifying Party”") of any notice or request (the “"Escrow Demand”") to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party parties (the “"Notified Party”Parties"). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the any Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the any Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a). Further, Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in its compliance of the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent Escrowee agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent Escrowee shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent Escrowee shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent Escrowee is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow AgentEscrowee. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent Escrowee shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, Escrow Agent refusing Escrowee shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent Escrowee shall not become liable to anyone for such refusal; and Escrow Agent Escrowee shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent Escrowee shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent Escrowee shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a BUSDOCS/1435908.8 joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent Escrowee from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent Escrowee under the terms of this Agreement, Escrow Agent Escrowee shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent Escrowee does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent Escrowee shall comply with the Escrow Demand. If Escrow Agent Escrowee does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above. Further Escrowee shall have the right at all times to pay all sums held by it (i) to the appropriate party under the terms hereof, provided, however, in the case of clause or (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow AgentEscrowee’s obligations hereunder shall terminate.

Escrow Provisions. The Initial Deposit shall be delivered by Buyer to the Title Insurer, National Accounts, Fairfield Office, Attention: Joann E. Dzubak (the “Escrow Agent”) simultaneously with the complete execution of this Agreement. The Adxxxxxxxx Xxxxxxt shall be delivered by Buyer to Escrow Agent in accordance with Section 2.03(b) above. By executing the Receipt as provided herein, Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund acceptable to Buyer and Seller. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate.. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent. A/72617552.10

Escrow Provisions. The parties acknowledge that the Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to Company shall be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be conclusively entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreementrely, it being expressly understood that by acceptance of this Agreementexcept as hereinafter set forth, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint upon written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with as to how the provisions hereinafter set forthDeposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Escrow Company pursuant to this Agreement) should be disbursed. Upon receipt Any notice sent by Escrow Agent from either Seller or Buyer or Seller (the “Notifying Party”) of any notice or request to the Escrow Company shall be sent simultaneously to the other parties (the “Notice Party” or “Notice Parties”). If the Notice Parties do not object to the Notifying Party’s notice to the Escrow Demand”Company within ten (10) to perform any act or disburse any portion days after the Notice Parties’ receipt of the monies held by Notifying Party’s certificate to the Escrow Agent under Company, the terms of this AgreementEscrow Company shall be able to rely on the same. If the Notice Parties send, Escrow Agent shall give within such ten (10) days, written notice to the other Escrow Company disputing the Notifying Party’s certificate, a dispute shall exist and the Escrow Company shall have no liability to any party (on account of Escrow Company’s failure to disburse the “Notified Party”). If within five (5) business days after Deposit if a dispute shall have arisen with respect to the giving propriety of such noticedisbursement. In the event of any dispute as to who is entitled to receive the Deposit, Escrow Agent does Company may invest the funds in obligations of the U.S. Government having a maturity of not receive any written objection to the Escrow Demand from the Notified Partymore than ninety (90) days, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in may deposit or interplead such funds into a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution a final decision of such controversy, and (if such funds have not been deposited into a court) shall disburse or arrange for disbursement of such funds in accordance with the final order of a court of competent jurisdiction. The parties hereto further agree that Escrow Company shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Escrow Company’s gross negligence or willful misconduct. The Escrow Company shall be reimbursed by the party that does not prevail for any reasonable expenses incurred by the Escrow Company arising from a dispute with respect to such court by action the Deposit. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK; SIGNATURE PAGE TO FOLLOW] EXHIBIT LIST Exhibit A-1 Legal Description of interpleaderProperty Exhibit A-2 Diagram of Property Exhibit B Form of Grant Deed EXHIBIT A-1 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS LEGAL DESCRIPTION OF THE PROPERTY PARCEL 17: (APN: 000-000-00 (PORTION)) THAT PORTION OF BLOCK 28 OF BUENA PARK, whereupon Escrow AgentAS SHOWN ON A MAP RECORDED IN BOOK 18, PAGE 50 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE CENTER LINE OF WESTERN AVENUE AS SHOWN ON SAID MAP DISTANT NORTH 89° 33’ 30" EAST, 30 FEET FROM THE NORTHEAST XXXXXX XX XXX 00 XX XXXXX X XX XXXXX NO.770, AS SHOWN ON A MAP RECORDED IN BOOK 24, PAGE 6 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, THENCE NORTH 0° 26’ 30" WEST, ALONG SAID CENTER LINE OF WESTERN AVENUE, 104.69 FEET; THENCE NORTH 57° 01’ WEST 247.53 FEET TO THE TRUE POINT OF BEGINNING OF THE PROPERTY HEREINAFTER DESCRIBED, THENCE CONTINUING NORTH 57° 01’ WEST 45 FEET; THENCE SOUTH 32° 59’ WEST 170 FEET TO THE XXXXXXXXXXXXX XXXX XX XXXXX X XX XXXX XXXXX XX. 000; THENCE SOUTH 57° 01’ EAST, ALONG SAID XXXXXXXXXXXXX XXXX XX XXXXX X, 00 FEET, THENCE NORTH 32° 59’ EAST, 170 FEET TO THE TRUE POINT OF BEGINNING. (BEARING BASED ON THE CENTER LINE OF WESTERN AVENUE AS NORTH 0° 26’ 30" WEST, AS SHOWN ON SAID MAP OF TRACT NO. 770). EXCEPTING THEREFROM: THE NORTHWESTERLY 45 FEET OF THE NORTHEASTERLY 50.00 FEET, OF THAT PORTION OF BLOCK 28 OF TOWN OF BUENA PARK, IN XXX XXXX XX XXXXX XXXX, XXXXXX XX XXXXXX, XXXXX OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 18 PAGES 50 THROUGH 52, INCLUSIVE, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA PER GRANT DEED RECORDED DECEMBER 20, 2005 AS INSTRUMENT NO. 2005001015768 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. THE ABOVE DESCRIBED EXCEPTION PARCEL CONTAINS 2,250.5 SQUARE FEET, MORE OR LESS. PARCEL 18: (APN: 000-000-00 (PORTION)) THAT PORTION XX XXXXX 00 XX XXXXX XXXX AS PER MAP THEREOF RECORDED IN BOOK 18, PAGES 50 TO 52, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE CENTER LINE OF WESTERN AVENUE AS SHOWN ON SAID MAP DISTANT NORTH 89° 33’ 30" EAST 30 FEET FROM THE NORTHEAST CORNER OF XXX 00 XX XXXXX X XX XXXXX XX. 000, AS PER MAP THEREOF RECORDED IN BOOK 24, PAGE 6 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY; THENCE NORTH 0° 26’ 30" WEST ALONG SAID CENTER LINE OF WESTERN AVENUE, 104.69 FEET; THENCE NORTH 57° 01’ WEST 202.53 FEET TO THE TRUE POINT OF BEGINNING OF THE BOUNDARY OF THE PROPERTY DESCRIBED HEREIN; THENCE CONTINUING NORTH 57° 01’ WEST 45 FEET; THENCE SOUTH 32°59’ WEST, 170 FEET TO THE XXXXXXXXXXXXX XXXX XX XXXXX X XX XXXX XXXXX XX. 000; THENCE SOUTH 57° 01’ EAST ALONG SAID NORTHEASTERLY LINE 44.8 FEET; THENCE NORTH 32° 59’ EAST 15 FEET; THENCE SOUTH 57° 01’ EAST 0.20 FEET; THENCE NORTH 32° 59’ EAST 155 FEET TO THE TRUE POINT OF BEGINNING (BEARING BASED ON CENTER LINE OF WESTERN AVENUE AS NORTH 0° 26’ 30" WEST, AS SHOWN ON SAID MAP OF TRACT NO. 770). EXCEPTING THEREFROM: THE SOUTHEASTERLY 45 FEET OF THE NORTHEASTERLY 50.00 FEET, OF THAT PORTION OF BLOCK 28 OF TOWN OF BUENA PARK, IN XXX XXXX XX XXXXX XXXX, XXXXXX XX XXXXXX, XXXXX OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 18 PAGES 50 THROUGH 52, INCLUSIVE, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA PER GRANT DEED RECORDED DECEMBER 20, 2005 AS INSTRUMENT NO. 2005001015768 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. THE ABOVE DESCRIBED EXCEPTION PARCEL CONTAINS 2,250.5 SQUARE FEET, MORE OR LESS. PARCEL 26: (APN: 066-063-07) THAT XXXXXXX XX XXXXX 00 XX XXXXX XXXX, XX XXX XXXX XX XXXXX XXXX, XXXXXX XX XXXXXX, XXXXX OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 18, PAGE 50 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTHEASTERLY LINE OF BLOCK C OF TRACT NO.770, AS SHOWN ON A MAP RECORDED IN BOOK 24, PAGE 6 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, DISTANT SOUTH 57° 01’ EAST 90.2 FEET FROM THE MOST EASTERLY XXXXXX XX XXX 0 XX XXXX XXXXX X; THENCE NORTH 32° 59’ EAST 170 FEET; THENCE SOUTH 57° 01’ EAST 90 FEET; THENCE SOUTH 32° 59’ WEST 170 FEET TO THE NORTHEASTERLY LINE OF SAID BLOCK C; THENCE NORTH 57° 01’ WEST ALONG THE NORTHEASTERLY LINE OF SAID BLOCK C, 90 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM: THE NORTHEASTERLY 50.00 FEET, OF THAT PORTION OF BLOCK 28 OF TOWN OF BUENA PARK, IN XXX XXXX XX XXXXX XXXX, XXXXXX·XX XXXXXX, XXXXX OF CALIFORNIA, AS SHOWN ON MAP RECORDED IN BOOK 18 PAGES 50 THROUGH 52, INCLUSIVE, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA PER FINAL ORDER OF CONDEMNATION RECORDED DECEMBER 10, 2009 AS INSTRUMENT NO.2009000058747 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. THE ABOVE DESCRIBED EXCEPTION PARCEL CONTAINS 4,502 SQUARE FEET, MORE OR LESS. EXHIBIT A-2 TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS diagram of PROPERTY EXHIBIT B PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS FORM OF GRANT DEED (Attached) RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Mail Tax Statements to: The undersigned grantor declares: CITY TRANSFER TAX AND DOCUMENTARY TAX NOT SHOWN ON ORIGINAL RECORDED DOCUMENT PURSUANT TO REVENUE AND TAX TAXATION CODE 11932 Assessor’s obligations hereunder shall terminate.Parcel Nos: Portion of 000-000-00; 000-000-00

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent Escrowee agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent Escrowee shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent Escrowee shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent Escrowee is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow AgentEscrowee. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent Escrowee shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, Escrow Agent refusing Escrowee shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent Escrowee shall not become liable to anyone for such refusal; and Escrow Agent Escrowee shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent Escrowee shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent Escrowee shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent Escrowee from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent Escrowee under the terms of this Agreement, Escrow Agent Escrowee shall give written BUSDOCS/1447877.5 notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent Escrowee does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent Escrowee shall comply with the Escrow Demand. If Escrow Agent Escrowee does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above. Further Escrowee shall have the right at all times to pay all sums held by it (i) to the appropriate party under the terms hereof, provided, however, in the case of clause or (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution in the State of such Maryland after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow AgentEscrowee’s obligations hereunder shall terminate.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon judicial decree or the de- livery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Developer directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by Escrow Agent as provided in Section 1.04(a) hereofit from the parties. Upon disposition by Xxxxxx Agent, in accordance with the terms and provisions hereof, of this Agreement. the funds deposited with or retained by Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. , Escrow Agent shall be liable only fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold said sums the Reservation Deposit, to make payments and deliver the same to the parties named herein distributions in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable otherwise to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretodischarge its obligations hereunder. Escrow Agent shall not be required to disburse liable for any of the monies held act performed in good faith or in reliance on any document instrument or statement believed by it under this Agreement unless in accordance with either a joint written instruction of Buyer to be genuine. The Reserving Party and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Developer jointly and severally agree to indemnify and hold harmless Escrow Agent from either Buyer all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, reasonable attorneys’ fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from any action taken or Seller (omitted by the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent and for which it shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party have been adjudged negligent or engaged in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatewillful misconduct.

Escrow Provisions. Notwithstanding anything to the contrary provided herein or elsewhere to the contrary, all shares of Pubco Common Stock to be issued (and/or reserved for issuance) to holders of (i) Envirosystems Preferred Stock in the Merger and (ii) upon exercise of Envirosystems Options and Warrants, if exercised, for Pubco Common Stock in the future (collectively, the "Escrow Agent hereby acknowledges receipt Shares") shall be deposited directly by Pubco into an escrow account (the "Escrow Account"), and held by a third party (the "Escrow Agent"), selected by Pubco and reasonably acceptable to Envirosystems, pursuant to an escrow agreement by and between Pubco and an individual selected by the holders of a majority of the Envirosystems Preferred Stock, acting as agent for such holders (the "Escrow Agreement") in substantially in the form annexed hereto as Exhibit D. On the Closing Date, the holders of the Escrow Shares will be deemed to have received and consented to the deposit in the Escrow Account with the Escrow Agent of the Initial Deposit paid by Buyer to be applied Escrow Shares pursuant to the Purchase Price under terms of the terms hereofEscrow Agreement. Except as otherwise may be provided in the Escrow Agreement, the Escrow Shares shall not be released to the holders thereof until the expiration of the Pubco Lock-Up. Escrow Agent agrees to hold, keep and deliver Shares in the Initial Deposit, and the Additional Deposit Escrow Account beneficially owned by or issuable to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, holders of Envirosystems Preferred Stock and Envirosystems Options and Warrants shall be available pursuant to and in accordance with the terms and provisions Section 7.5 of this AgreementAgreement and the Escrow Agreement to offset certain Losses resulting from certain breaches of this Agreement by Envirosystems. All Escrow Shares held for issuance upon exercise of Envirosystems Options and Warrants shall be held by the Escrow Agent shall not be entitled to until the latter of the expiration of the Pubco Lock-Up or the exercise or expiration of such all Envirosystems Options and Warrants. Upon any fees or compensation for its services hereunder. Escrow Agent exercise of such Envirosystems Options and Warrants, shares issuable upon exercise shall be liable only to hold said sums held and deliver the same delivered to the parties named herein in accordance with holder exercising the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only Envirosystems Option or Warrant and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery all cash or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent consideration payable upon exercise shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection paid to the Escrow Demand from Agent for the Notified Partybenefit of the holders of Envirosystems Preferred Stock. Such consideration, Escrow Agent together with any and all shares of Pubco Common Stock not issued upon exercise of an Envirosystems Option or Warrant, shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute be distributed to such court holders of Envirosystems Preferred Stock pro rata as their percentage interests appear on Schedule 3.11 at such time as such consideration becomes available by action reason of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatethe exercise of an Envirosystems Option or Warrant or such shares of Pubco Common Stock are no longer subject to an Envirosystems Option or Warrant by reason of the expiration without exercise of an Envirosystems Option or Warrant.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “"Notifying Party”") of any notice or request (the “"Escrow Demand”") to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “"Notified Party”"). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an appropriate action or proceeding for leave shall have the right at all times to deposit said monies pay all sums held by it into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the undisputed terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. If, as a result of the lack of cooperation or consent of the other party, either party resorts to legal action in order to recover some or all of the funds held by Escrow Agent, Escrow Agent and the party ultimately determined to be entitled to the funds shall be entitled to recover from the other party all reasonable costs and fees incurred in obtaining payment of such funds. The provisions of this section shall survive termination of this Agreement. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereofthereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services service hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies moues then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by the Escrow Agent from either Buyer or Seller (the “"Notifying Party”") of any notice or request (the “"Escrow Demand”Demands) to perform any act or disburse any portion of the monies held by the Escrow Agent under the terms of this Agreement, the Escrow Agent shall give written notice to the other party (the “"Notified Party”"). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, the Escrow Agent shall comply with the Escrow Demand. If the Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a). Further, Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. By executing the Receipt as provided herein, Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Notwithstanding the foregoing to the contrary, in the event Buyer timely exercises Buyer’s right to terminate this Agreement pursuant to Section 6.02 hereof prior to the expiration of the Inspection Period and Buyer delivers an Escrow Demand together with a copy of Buyer’s termination notice pursuant to Section 6.02 prior to the expiration of the Inspection Period, Escrow Agent shall give written notice thereof to Seller, disburse the Deposit to Buyer and Seller shall not have any right to object thereto. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Vendor and Purchaser hereby direct Escrow Agent hereby acknowledges receipt by to retain the Proceeds in its trust account and not to release the same except in accordance with this Agreement. Escrow Agent of the Initial Deposit paid by Buyer accepts its responsibilities hereunder and agrees to be applied to the Purchase Price under perform them in accordance with the terms hereof. Escrow Agent agrees to hold, keep and deliver shall release the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums Proceeds and deliver the same to the parties named herein Vendor upon receipt of a written direction signed by both Purchaser and Vendor stating that Vendor has completed two consecutive fiscal quarters with profits as determined in accordance with generally accepted accounting principles (the provisions of this Agreement"Profit Disbursement"). Notwithstanding clause 3.2, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected herebyabove, Escrow Agent shall refuse release all of the Proceeds and deliver the same to comply Vendor upon receipt of a written direction signed by both Purchaser and Vendor stating that the Convertible Debenture has been converted, according to it terms, into Class A common shares in the capital of Vendor. Any interest earned on the Proceeds will be disbursed with whichever portion of the Proceeds as is paid last. Escrow Agent has been informed of the Security Interest and, notwithstanding any such claims or demands so long as such disagreement may continue. In so refusingprovision in this Agreement to the contrary, Escrow Agent shall make no delivery release the Proceeds (or other disposition of any so much of the monies Proceeds as it may then held by it under control) to Purchaser ten (10) days after the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller of a Statutory Declaration of Purchaser stating that Vendor is in default of its obligations under the Convertible Debenture and that Purchaser is exercising its rights pursuant to the Security Interest (the “Notifying Party”) "Default Declaration"). Upon receipt of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreementa Default Declaration, Escrow Agent shall will forthwith give written notice in writing to the other party (the “Notified Party”). If within five (5) business days after the giving Vendor of such notice, receipt and shall send with such notice a copy of the Default Declaration. The Purchaser and Vendor hereby agree that possession of the Proceeds by the Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause this Agreement shall be deemed to be possession thereof for and on behalf of the Purchaser for the purposes of creating and perfecting a possessory security interest in such Proceeds under the Personal Property Security Act (aBritish Columbia) or and, if applicable, the Personal Property Security Act (b) above, provided, however, in the case of clause (aAlberta), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “"Notifying Party”") of any notice or request (the “"Escrow Demand”") to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “"Notified Party”"). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an appropriate action or proceeding for leave shall have the right at all times to deposit said monies pay all sums held by it into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s 's obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys' fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of The parties acknowledge that the Initial Deposit paid by Buyer to Title Company shall be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be conclusively entitled to any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreementrely, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long except as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent , upon written instruction from either Buyer Purchaser or Seller as to how the Deposit (which, for purposes of this Section shall be deemed to also include any other escrowed funds held by the Title Company pursuant to this Agreement) should be disbursed. Any notice sent by Seller or Purchaser (the “Notifying Party”) of any notice or request to the Title Company as to how the Deposit should be disbursed shall be sent simultaneously to the other parties (the “Escrow Demand”) to perform any act Notice Party” or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified PartyNotice Parties”). If the Notice Parties do not object to the Notifying Party’s notice to the Title Company within five (5) business days after the giving Notice Parties’ receipt of the Notifying Party’s notice to the Title Company, the Title Company shall be able to rely on the same. If the Notice Parties send, within such five (5) days, written notice to the Title Company disputing the Notifying Party’s notice, a dispute shall exist and the Title Company shall have no liability to any party on account of Title Company’s failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such noticedisbursement. In the event of any dispute as to who is entitled to receive the Deposit, Escrow Agent does Title Company may invest the funds in obligations of the U.S. Government having a maturity of not receive any written objection to the Escrow Demand from the Notified Partymore than ninety (90) days, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in may deposit or interplead such funds into a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution a final decision of such controversy, and (if such funds have not been deposited into a court) shall disburse or arrange for disbursement of such funds in accordance with the final order of a court of competent jurisdiction. The parties hereto further agree that Title Company shall not be liable for failure of any depository and shall not be otherwise liable except in the event of Title Company’s gross negligence or willful misconduct. The Title Company shall be reimbursed by the party that does not prevail for any reasonable expenses incurred by the Title Company arising from a dispute with respect to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatethe Deposit.

Escrow Provisions. Escrow Agent hereby acknowledges receipt The purchase price will be held by Escrow Agent the Law Firm representing Mars and the Mars Trust and the original documents will be held by the Law Firm representing the purchaser, pursuant to the terms of the Initial Deposit paid Purchase Agreement and will only be disbursed by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, respective Law Firms in accordance with the terms thereof. At Closing, the Law Firm will be authorize to and provisions shall disburse (i) the purchase price to the seller and (ii) the original instruments to the purchaser. If the entitlement to the funds/documents is not disputed, Law Firms will disburse each of this them to the party that has the undisputed right to receive them. On the other hand, if there is a dispute as to all or any part, each of the Law Firms will hold the items that are in dispute (disbursing the undisputed portion) until it receives written instructions, signed by both parties to the Purchase Agreement, as to the proper disposition of said funds/instruments. Escrow Agent In the event of any dispute between the parties hereto as to the facts of default, the validity or meaning of these instructions or any other fact or matter relating to the transaction between the parties, the Law Firms are instructed as follows: with respect to items held in escrow, the Law Firms, shall be under no obligation to act, except under process or order of court, or until it has been adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court order or indemnification. At any time after a dispute over the any item held in escrow arises, the Law Firms shall have the unfettered right to interplead the funds/documents in a court of appropriate jurisdiction which will determine the rights of the respective parties to the funds. Upon disbursement or interpleading as described herein, the Law Firms will be discharged from any obligations with respect to said items. Other than as set forth herein, in its actions hereunder, the Law Firms shall be fully protected in every reasonable exercise of its discretion and shall have no obligations hereunder either party with respect to the funds, except as expressly set forth herein. In performing any of the Law Firm(s duties hereunder, the Law Firm shall not be entitled to incur any fees or compensation for its services hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible liability to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or expenses, except for willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with default or for negligence, and the monies involved herein or affected herebyLaw Firm shall, Escrow Agent shall refuse to comply with accordingly, not incur any such claims liability with respect to (i) any action taken or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition omitted in good faith upon advice of its counsel given in respect to any of questions relating to the monies then held by it under the terms of this Agreement, duties and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected herebyresponsibilities hereunder, or (bii) all differences shall any action taken or omitted in reliance upon any instrument, including the written advice provided for herein, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which we, in good faith believe to be genuine, to have been adjusted signed and presented by agreement between Seller and Buyera proper person or persons, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance conform with the provisions of the Purchase Agreement. AFFIDAVIT OF LOST INSTRUMENT AND AGREEMENT TO INDEMNIFY CORPORATION, IN CONNECTION WITH REPLACEMENT OF A LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE The undersigned was the pledgee of Certificate No. A-4, dated March 19, 2004, representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 issued by Natural Soda Holdings, Inc. (hereinafter called “NSHI”) to Natural Soda, Inc. (“NSI”), registered in the name of NSI and pledged to the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 (“Mars Trust”) which certificate has been lost, stolen, or destroyed. The undersigned requests NSHI to issue or cause to be issued to NSI a new Certificate to replace Certificate No. A-4, which the undersigned warrants and represents was lost, stolen, or destroyed, without requiring the surrender of said lost, stolen, or destroyed Certificate for cancellation. In consideration of NSHI complying with said request, the undersigned, its personal and legal representatives, successors, and assigns, agrees to indemnify and hold harmless NSHI, from and against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses, of every nature and character, which NSHI at any time shall or may sustain or incur as a result of the issue of a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005of NSHI in place of said Certificate without requiring the surrender of said Certificate for cancellation, or by reason of any payment, transfer, exchange or other act which the NSHI may do or cause to be done with respect to said Certificate represented to have been lost, stolen, or destroyed, or by reason of any refusal to issue a new Certificate representing $750,000 of Senior Secured Series A 10% Debentures due September 30, 2005 of NSHI to any person offering to surrender said Certificate so represented to have been lost, stolen, or destroyed whether or not such liabilities, losses, costs, damages, counsel fees and other expenses arise or occur through accident, oversight, inadvertence or neglect on the part of NSHI, its officers, agents, servants or employees. The undersigned has read the foregoing matters and does hereby swear and affirm that the representations contained herein are true, and that the facts sworn to by me represent matters in which I am competent and qualified to secure as evidence of which I set forthmy hand and seal ________, 2007 ________________________________________________ Xxxx X. Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975 STATE OF _____________________ ) CITY/COUNTY OF _______________ ), TO WIT: I HEREBY CERTIFY that on _________________, before me, Xxxx Xxxxxx, as attorney in fact for the Xxxxxxxxxx Xxxxxx Mars Trust dated February 5, 1975,subscribed to the within instrument, and made oath or affirmation in due form of law that the matters and facts set forth in the foregoing Affidavit are true and correct. Upon receipt AS WITNESS, my hand and Notarial Seal. Notary Public My Comission expires: ___________________ SUPPORT AGREEMENT This Support Agreement (this “Agreement”) is made and entered into this 18th day of December 2002, by Escrow Agent from either Buyer or Seller and between Natural Soda AALA, Inc. (“NSAALA”), Natural Soda, Inc. (“NSI”), and Xxxxxxxxxx Xxxx as trustee of the Xxxxxxxxxx Xxxxxx Mars Trust (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified PartyTrust”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. The Escrow Agent hereby acknowledges receipt by will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon judicial decree or the delivery to the Escrow Agent of a mutual declaration signed by the Initial Deposit paid by Buyer Reserving Party and Builder directing the Escrow Agent to act. Escrow Agent shall have no obligation or liability hereunder except as a depositary to retain the cash which may be applied deposited with it hereunder and to dispose of the Purchase Price under same in accordance with the terms hereof. Escrow Agent agrees shall be entitled to hold, keep rely and deliver the Initial Deposit, and the Additional Deposit to the extent act upon any written instrument received by Escrow Agent as provided in Section 1.04(a) hereofit from the parties. Upon disposition by Xxxxxx Agent, in accordance with the terms and provisions hereof, of this Agreement. the funds deposited with or retained by Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. , Escrow Agent shall be liable only fully and finally released and discharged from any and all duties, obligations, and liabilities hereunder. The Escrow Agent’s sole liability hereunder shall be to hold said sums the Reservation Deposit, to make payments and deliver the same to the parties named herein distributions in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable otherwise to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties heretodischarge its obligations hereunder. Escrow Agent shall not be required to disburse liable for any of the monies held act performed in good faith or in reliance on any document instrument or statement believed by it under this Agreement unless in accordance with either a joint written instruction of Buyer to be genuine. The Reserving Party and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Builder jointly and severally agree to indemnify and hold harmless Escrow Agent from either Buyer all losses, costs and expenses that may be incurred as a result of its involvement in any litigation, including, but not limited to, attorneys’ fees, arising from the performance of its duties hereunder, provided that such losses, costs and expenses shall not have resulted from any action taken or Seller (omitted by the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent and for which it shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party have been adjudged grossly negligent or engaged in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminatewillful misconduct.

Escrow Provisions. By executing the Receipt as provided herein, Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to on the Purchase Price of the Property under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services in holding the Deposit hereunder. Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction located in Broward County, Florida, of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terms hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such located in Broward County, Florida, after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. County, MVCRA and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder, except the parties shall not release Escrow Agent from willful misconduct or gross negligence. It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. County, MVCRA and Buyer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder, except the parties shall not release Escrow Agent from willful misconduct or gross negligence. The Escrow Agent is acting as stakeholder only with respect to the Deposit. The parties hereby acknowledges agree that at such time as either party alleges that there is a default or other event entitling the other party to the Deposit, then the Escrow Agent shall send notice to the Buyer, County and MVCRA advising that the other party has made demand on the Escrow Agent for such Deposit. If the parties do not dispute the authority of the Escrow Agent to disburse the Deposit as set forth in the Escrow Agent's notice within ten (10) days of delivery of such notice by the Escrow Agent that the Escrow Agent intends to disburse the Deposit, then the Escrow Agent is hereby authorized to disburse the Deposit as set forth in the Escrow Agent's notice. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit or as to whom the Deposit is to be delivered, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, directing the disposition of same executed by County, MVCRA and Buyer; or in the absence of such authorization, the Escrow Agent shall hold the Deposit until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of written demand by Escrow Agent to County, MVCRA and Buyer and diligently continued, the Escrow Agent may (but shall not be obligated to) bring an appropriate action or proceeding to interplead the Deposit. Any such interpleader action must be brought in Charlotte County, Florida. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorney's fees and disbursements, by the party determined not to be entitled to the Deposit. Upon making delivery of the Initial Deposit paid by Buyer to be applied to Deposit, the Purchase Price under the terms hereofEscrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross negligence. Escrow Agent agrees is hereby authorized and instructed to hold, keep and deliver the Initial Deposit, and the Additional Deposit to the extent invest any monies received by Escrow Agent as provided in Section 1.04(a) hereofany interest bearing escrow account determined by Escrow Agent, in accordance with the terms which shall be deposited at a state or federal bank or savings and provisions of this Agreementloan. Escrow Agent shall not be accountable for the yield (if any) earned on such escrow account. Interest shall follow the deposit. If the Deposit is returned to Buyer, then interest on the Deposit shall belong to the Buyer. If the Deposit is delivered to MVCRA and/or Buyer closes the transaction, then interest on the Deposit shall belong to Seller. Seller shall be entitled to any fees or compensation for its services hereunderall interest that accrues on the escrowed purchase funds after closing. The parties further acknowledge Escrow Agent is the law firm representing Buyer and in that regard consent to such representation and nothing herein contained shall be liable only construed to hold said sums prevent Escrow Agent from representing Buyer (or itself) in any litigation that may arise among County, MVCRA and deliver the same to Buyer, nor shall it be construed by the parties named herein or either of them as a conflict of interest on the part of the Escrow Agent, in accordance with any and all litigation between the parties, including any appellate proceedings. The provisions of this Agreement, it being expressly understood that by acceptance Section shall survive Closing or any earlier termination of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaid, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any court of competent jurisdiction pending such adjudication and to submit such resolution of such dispute to such court by action of interpleader, whereupon Escrow Agent’s obligations hereunder shall terminate.

Escrow Provisions. Escrow Agent hereby acknowledges receipt by Escrow Agent of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep and deliver the Initial Deposit, said Deposit and the Additional Deposit all other sums delivered to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, it pursuant hereto in accordance with the terms and provisions of this Agreement. Escrow Agent shall not be entitled to any fees or compensation for its services hereunder. hereunder Escrow Agent shall be liable only to hold said sums and deliver the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Agreement Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damages, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall be entitled to refuse to comply with any such claims or demands so long as such disagreement may continue. In ; and in so refusing, refusing Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall be entitled to continue to refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forthhereinafter. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall give written notice to the other party (the “Notified Party”). If within five (5) business days after the giving of such notice, Escrow Agent does not receive any written objection to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demand. Demand If Escrow Agent does receive written objection from the Notified Party in a timely manner as aforesaidmanner, Escrow Agent shall take no further action until the dispute between the parties has been resolved pursuant to either clause (a) or (b) above, provided, however, in the case of clause (a), . Further Escrow Agent may bring an shall have the right at all times to pay all sums held by it (i) to the appropriate action party under the terns hereof, or proceeding for leave to deposit said monies (ii) into any court of competent jurisdiction pending such adjudication and to submit such resolution of such after a dispute to such court by action of interpleaderbetween or among the parties hereto has arisen, whereupon Escrow Agent’s obligations hereunder shall terminate. Seller and Buyer jointly and severally agree to indemnify and hold harmless said Escrow Agent from any and all costs, damages and expenses, including reasonable attorneys’ fees, that said Escrow Agent may incur in its compliance of and in good faith with the terms of this Agreement; provided, however, this indemnity shall not extend to any act of gross negligence or willful malfeasance on the part of the Escrow Agent.

Escrow Provisions. (a) The Escrow Agent hereby acknowledges receipt by shall hold the Deposit in escrow in an interest bearing bank account at JPMorgan Chase Bank (the “Escrow Account”). (b) The Escrow Agent shall hold the Deposit in escrow in the Escrow Account until the Closing or sooner termination of the Initial Deposit paid by Buyer to be applied to the Purchase Price under the terms hereof. Escrow Agent agrees to hold, keep this Agreement and deliver the Initial Deposit, and the Additional Deposit to the extent received by Escrow Agent as provided in Section 1.04(a) hereof, shall hold or apply such proceeds in accordance with the terms and provisions of this AgreementSection 7.17(b). Seller and Purchaser understand that no interest is earned on the Deposit during the time it takes to transfer into and out of the Escrow Account. At the Closing, the Deposit shall be paid by the Escrow Agent shall to, or at the direction of, Seller. If for any reason the Closing does not be entitled to any fees or compensation for its services hereunder. occur and either party makes a written demand upon the Escrow Agent shall be liable only to hold said sums and deliver for payment of such amount, the same to the parties named herein in accordance with the provisions of this Agreement, it being expressly understood that by acceptance of this Agreement, Escrow Agent is acting in the capacity of a depository only and shall not be liable or responsible to anyone for any damagesshall, losses or expenses unless same shall have been caused by the gross negligence or willful malfeasance of Escrow Agent. In the event of any disagreement between Buyer and Seller resulting in any adverse claims and demands being made in connection with or for the monies involved herein or affected hereby, Escrow Agent shall refuse to comply with any such claims or demands so long as such disagreement may continue. In so refusing, Escrow Agent shall make no delivery or other disposition of any of the monies then held by it under the terms of this Agreement, and in so doing Escrow Agent shall not become liable to anyone for such refusal; and Escrow Agent shall refrain from acting until (a) the rights of the adverse claimants shall have been finally adjudicated in a court of competent jurisdiction of the monies involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement between Seller and Buyer, and Escrow Agent shall have been notified in writing of such agreement signed by the parties hereto. Escrow Agent shall not be required to disburse any of the monies held by it under this Agreement unless in accordance with either a joint written instruction of Buyer and Seller or an undisputed Escrow Demand (as hereinafter defined) from either Buyer or Seller in accordance with the provisions hereinafter set forth. Upon receipt by Escrow Agent from either Buyer or Seller (the “Notifying Party”) of any notice or request (the “Escrow Demand”) to perform any act or disburse any portion of the monies held by Escrow Agent under the terms of this Agreement, Escrow Agent shall within 24 hours give written notice to the other party (the “Notified Party”)of such demand. If the Escrow Agent does not receive a written objection within five (5) business days Business Days after the giving of such notice, the Escrow Agent does not receive any written objection is hereby authorized to the Escrow Demand from the Notified Party, Escrow Agent shall comply with the Escrow Demandmake such payment. If the Escrow Agent does receive such written objection from within such five (5) Business Day period or if for any other reason the Notified Party Escrow Agent in a timely manner as aforesaidgood faith shall elect not to make such payment, the Escrow Agent shall take no further action continue to hold such amount until the dispute between otherwise directed by joint written instructions from the parties has been resolved pursuant to either clause (a) this Agreement or (b) above, provided, however, in the case a final judgment of clause (a), Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies into any a court of competent jurisdiction pending such adjudication and jurisdiction. However, the Escrow Agent shall have the right at any time to submit such resolution deposit the Deposit with the clerk of the court of New York County. The Escrow Agent shall give written notice of such dispute deposit to Seller and Buyer. Upon such court by action deposit the Escrow Agent shall be relieved and discharged of interpleaderall further obligations and responsibilities hereunder. (c) The parties acknowledge that the Escrow Agent is acting solely as a stakeholder at their request and for their convenience, whereupon that the Escrow Agent shall not be deemed to be the agent of either of the parties, and the Escrow Agent shall not be liable to either of the parties for any act or omission on its part, other than for its gross negligence or willful misconduct. Seller and Buyer shall jointly and severally indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including attorneys’ fees and disbursements, incurred in connection with the performance of the Escrow Agent’s obligations hereunder shall terminateduties hereunder. (d) The Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish the Escrow Account. (e) The Escrow Agent has no liability in the event of the failure, insolvency, or inability of the depositary to pay the Deposit upon demand for withdrawal. (f) The Escrow Agent has acknowledged its agreement to these provisions by signing this Agreement in the place indicated following the signatures of Seller and Buyer.