Common use of Escrow Provisions Clause in Contracts

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers 14.1 Each of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge this Agreement recognizes and acknowledges that the Escrow Agent is acting serving solely as a stakeholder at their request and for their conveniencean accommodation to the parties, and each of them agrees that the Escrow Agent shall not be deemed liable to any of the parties for any error of judgment, mistake, or act or omission hereunder, or any matter or thing arising out of its conduct hereunder, except for the Escrow Agent's willful misfeasance or gross negligence. The Escrow Agent shall be entitled to rely upon the agent authenticity of any signature, and the genuineness and/or validity of any writing received by the Escrow Agent pursuant to or otherwise relating to this Agreement. 14.2 The Escrow Agent is acting, and may continue to act, as counsel to Purchaser in connection with the transactions contemplated by this Agreement. 14.3 Each of the parties jointly and severally agrees to indemnify and hold harmless the Escrow Agent from and against any and all costs, claims, damages, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements, whether paid to retained attorneys or representing the fair value of legal services rendered to itself) that may be incurred by the Escrow Agent acting under this Agreement (including, without limitation, any costs incurred by the Escrow Agent pursuant to Section 14.4 hereof) or to which the Escrow Agent may be put in connection with the Escrow Agent acting under this Agreement, except for costs, claims, or damages arising out of the Escrow Agent’s willful misfeasance or gross negligence. 14.4 In the event that: (a) the Escrow Agent shall receive contrary instructions from the parties; or (b) any dispute shall arise as to any matter arising under this Agreement; or (c) there shall be any uncertainty as to the meaning or applicability of any of the parties and shall not be liable for any act provisions hereof, or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties duties, rights or responsibilities hereunder, except with respect to actions or omissions taken or suffered any written instructions received by the Escrow Agent in bad faithpursuant hereto, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute not itself determine such dispute, controversy or uncertainty, but shall either (i) continue to hold the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement documents and other items placed with it pursuant to comply with the terms of this Agreement until otherwise directed in writing by joint instruction of the parties, or by a final non-appealable court order, or (ii) at its option, at any Seller’s closing instruction letter delivered at Closing time that such dispute, controversy or uncertainty continues, deposit said documents and other items into any court having appropriate jurisdiction. 14.5 Upon the delivery or disposition of the documents and other items placed with it in accordance with the provisions of this Section 2.3; providedAgreement, howeverthe Escrow Agent shall thereupon be relieved of, that (a) and discharged and released from, any and all liability hereunder and with respect to said documents and other items and Escrow Agent’s signature hereon obligations under this Agreement shall not be a prerequisite deemed to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agenthave been completed. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 10.1 The Tax identification numbers Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) the Closing, on which date the Deposit shall be released to Seller; (b) ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is acting solely entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser notwithstanding any objection by Seller.. 10.2 The Deposit shall be held by the Escrow Agent in a stakeholder at their request separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for their conveniencethe loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be deemed or become liable in any way to be any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the agent nature described in (a) or (b) above. Upon the taking by the Escrow Agent of any of the parties actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omission on its part unless taken omitted by it in good faith, or suffered for any mistake of fact or law and shall not incur any liability in bad acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in willful disregard accordance with the provisions of this Contract or involving gross negligence or fraudAgreement. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold The Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred shall be entitled to consult with counsel in connection with the performance of Escrow Agent’s its duties hereunder, except with respect to actions or omissions taken or suffered by . The Escrow Agent has executed this Agreement solely to confirm that it is holding and will hold the Deposit in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver escrow pursuant to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser 10 and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract for no other than this Section 2.3 and then only to the extent affecting Escrow Agentpurpose. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers of the parties shall be furnished to Vendor and Purchaser hereby direct Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that to retain the Proceeds in its trust account and not to release the same except in accordance with this Agreement. Escrow Agent is acting solely as a stakeholder at their request accepts its responsibilities hereunder and for their convenience, and that agrees to perform them in accordance with the terms hereof. Escrow Agent shall not release the Proceeds and deliver the same to 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 "Profit Disbursement"). Notwithstanding clause 3.2, above, Escrow Agent shall release all of the Proceeds and deliver the same to 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 provision in this Agreement to the contrary, Escrow Agent shall release the Proceeds (or so much of the Proceeds as it may then control) to Purchaser ten (10) days after the receipt by Escrow Agent 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 "Default Declaration"). Upon receipt of a Default Declaration, Escrow Agent will forthwith give notice in writing to Vendor of such 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 pursuant to this Agreement shall be deemed to be the agent of any possession thereof for and on behalf of the parties Purchaser for the purposes of creating and shall not be liable for any act or omission on its part unless taken or suffered perfecting a possessory security interest in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally such Proceeds under the Personal Property Security Act (on a 50/50 basis as between Seller on the one hand and Purchaser on the otherBritish Columbia) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminatedapplicable, the ClosingPersonal Property Security Act (Alberta).

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers 10.1 Seller and Buyer hereby appoint Escrowee to serve as such pursuant to the terms of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 this Contract. The parties acknowledge that Escrow Agent Escrowee is acting solely as a stakeholder at their request and for their convenience, convenience and that Escrow Agent as such shall not be deemed to be the agent of either of the parties. 10.2 Buyer shall pay the sum or sums, as applicable, to be paid under 1.1(b) by wire transfer to Escrowee. As soon as practicable after collection, Escrowee shall hold the proceeds thereof in escrow, in an escrow account and shall invest the proceeds in an interest bearing account of a Federally insured banking institution. Escrowee shall apply the Deposit as provided in the separate escrow instructions referred to in 7.2(a) or, in any other case, as expressly provided in this Contract. The tax identification numbers of the parties and are set forth opposite their signatures to this Contract. 10.3 The duties of Escrowee shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard determined solely by the express provisions of this Contract and the separate escrow instructions referred to in 7.2. If there is any dispute or involving gross negligence doubt as to which party is entitled to the Deposit, Escrowee may hold the Deposit until receipt of a written authorization signed by the parties or frauda final judgment of a court of competent jurisdiction directing the disposition of the Deposit. Seller and Purchaser severally (on a 50/50 basis as between Seller on In the one hand and Purchaser on absence of such authorization, the other) shall indemnify and hold Escrow Agent harmless from and against all costsparties authorize Escrowee, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud without creating any obligation on the part of Escrowee, if this Contract or the Escrow Agent. 2.3.5 The Deposit becomes involved in litigation, to deliver the Deposit to the clerk of the court in which the litigation is pending or, if it is threatened with litigation, to interplead all interested parties in the court of general jurisdiction in the county in which the Premises are located and to deliver the Deposit to the clerk of that court; and upon such delivery, Escrowee shall deliver to Escrow Agent an executed copy be fully relieved and discharged of any further responsibilities under this Contract. Escrow Agent Xxxx Lakes Sale Contract Final July 20, 2015 10.4 The Deposit shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement be paid by Escrowee to comply with the terms of any Seller’s closing instruction letter delivered Seller at Closing and credited against the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall Purchase Price. If the Closing does not be a prerequisite occur due to the binding nature exercise of this Contract on Purchaser and Sellera Termination Option, and the same Deposit shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) be paid to Buyer unless the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) conditions of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent specific Termination Option shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045provide otherwise. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 10.1 The Tax identification numbers Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) the Closing, on which date the Deposit shall be released to Seller; (b) ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is acting solely entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. 10.2 The Deposit shall be held by the Escrow Agent in a stakeholder separate interest-bearing money market or bank account at their request JPMorgan Chase. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for their conveniencethe loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof, or for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be deemed or become liable in any way to be any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the agent nature described in (a) or (b) above. Upon the taking by the Escrow Agent of any of the parties actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omission on its part unless taken omitted by it in good faith, or suffered for any mistake of fact or law and shall not incur any liability in bad acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in willful disregard accordance with the provisions of this Contract or involving gross negligence or fraudAgreement. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold The Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred shall be entitled to consult with counsel in connection with the performance of Escrow Agent’s its duties hereunder, except with respect to actions or omissions taken or suffered by . The Escrow Agent has executed this Agreement solely to confirm that it is holding and will hold the Deposit in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver escrow pursuant to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided10 and for no other purpose. XXXXXXXXXX LAKE APARTMENTS NF L.P. By: SAP IV SH NF L.L.C., howeverits general partner By: SAP IV MANAGER INC., that (a) its manager By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title Co-President RRE OPPORTUNITY OP II, LP By: Resource Real Estate Opportunity REIT II, Inc., its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title President The undersigned Escrow Agent hereby acknowledges receipt of the Deposit and a copy of this Agreement, and agrees to hold and dispose of the Deposit in accordance with the provisions of this Agreement. ESCROW AGENT: Fidelity National Title Insurance Company By: /s/ Xxxxx Xxxx Its: Vice President Date of Execution by Escrow Agent’s signature hereon shall not be a prerequisite : April 21, 2015 (1) Monthly income statements for the Property beginning December 2013 and through date of sale; (2) Monthly bank statements for the Property beginning December 2013 through date of sale; (3) Reconciliations to aforementioned bank statements; (4) Monthly rent rolls for December 2013 through month of sale; (5) Trial Balances for the binding nature of this Contract on Purchaser years ended 2013, 2014 and Sellerlast date the seller owns the Property; (6) Balance Sheet at 12/31/13, 12/31/14, and the same shall only become fully effective upon execution last month the seller owns the Property; (7) Account payable and delivery by Purchaser account receivable detail listing/aging reports at 12/31/13, 12/31/14 and Sellerdate of sale; (8) Check registers and payables registers for January 2014, February 2014, January 2015, and February 2015; (b9) Copy of management agreement; (10) General Ledger for 2013 and 2014; (11) Copies of all insurance invoices for past 12 months; (12) Copies of all real estate tax bills for 2013 and 2014 as well as any assessments or tax bills for 2015; (13) Contact person at the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 property management company with whom the auditors can discuss internal control procedures and then only walkthrough information; (14) Standard Lease form with respect to the extent affecting Escrow Agent.Property; 2.3.6 Escrow Agent acknowledges that it is (15) Copies of all property utility bills for past 12 months; (16) Copies of all utility contracts if applicable; (17) On-site access to make copies and/or review the “real estate reporting person” within Tenant Leases including any and all modifications, supplements or amendments thereto and all tenant lease files; (18) Current resident ledger report as well as a report on the meaning date of Section 6045(e)(2)(Asale; (19) Current notices to vacate report; (20) A schedule of all tenant deposits in the form customarily utilized by Seller; (21) Contracts relating to the maintenance and operation of the Internal Revenue Code Property and access at the Property to all maintenance and service logs for the Property; (22) Copy of 1986Phase I report (Draft) prepared by LandAmerica Assessment Corporation Dec. 21, as amended 2005 (the “CodeExisting Phase I Report”); (23) Insurance loss runs during the period of Seller’s ownership of the Property; (24) Most recent elevation certificates (if available); (25) To the extent available, copies of all guaranties or warranties currently in effect related to the roof or any structure or operating system at the Property; (26) A list of employee units and model/office units, and employee rental and discount information; (27) A schedule of capital improvements completed during the period of Seller’s ownership; (28) Documentation related to eviction activity for the past 12 months as well as the status of all evictions currently in process; (29) List of all personal property to be conveyed with the Property; (30) To the extent available, the most recent tax, license fee and permit bills and copies of all such licenses and permits, including the certificates of occupancy; (31) List of current employees of the Property; (32) All engineering studies, environmental reports, termite inspections or warranties, to the extent applicable available and in the Seller’s possession, which relate to its Property and were prepared for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service such Seller by third parties; (33) The Seller’s ACM plan, lead in water O&M, and other O&M plans, if required by Section 6045any. 2.3.7 (34) The provisions most recent Title and Survey in Seller’s possession, which relate to its Property and were prepared for such Seller by third parties; (35) Monthly occupancy and turnover percentages for 2013, 2014, and 2015; (36) Summary of this Section 2.3 shall survive any termination bad debt written-off in 2013, 2014, and 2015; (37) Copies of this Contract, andtenant utility billing reports (RUBS) for the past 12 months, if not so terminated, the Closingapplicable.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 10.1 The Tax identification numbers Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) the Closing, on which date the Deposit shall be released to Seller; (b) ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is acting solely entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 or 3.2 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser. 10.2 The Deposit shall be held by the Escrow Agent in a stakeholder at their request separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for their conveniencethe loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 10.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 10.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be deemed or become liable in any way to be any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the agent nature described in (a) or (b) above. Upon the taking by the Escrow Agent of any of the parties actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 10.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 10.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omission on its part unless taken omitted by it in good faith, or suffered for any mistake of fact or law and shall not incur any liability in bad acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in willful disregard accordance with the provisions of this Contract or involving gross negligence or fraudAgreement. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold The Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred shall be entitled to consult with counsel in connection with the performance of Escrow Agent’s its duties hereunder, except with respect to actions or omissions taken or suffered by . The Escrow Agent has executed this Agreement solely to confirm that it is holding and will hold the Deposit in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver escrow pursuant to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided10 and for no other purpose. SELLER: PXXXXXX XXXXX ASSOCIATES L.P. By: SAP IV Pxxxxxx Xxxxx NF GP L.L.C., howeverits sole general partner By: SAP IV manager, that (a) Escrow Agent’s signature hereon shall not be Inc., its manager By: /s/ Rxxxxxx X. Xxxxxx Its: Senior Executive Vice President PURCHASER: COLUMBIA EQUITY TRUST, INC., a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.Maryland corporation By: /s/ Cxxxxxx Xxxxx

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers of the parties shall be furnished to Escrow Agent will hold the Reservation Deposit and shall return or release the Reservation Deposit in accordance with the terms of this Agreement, upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that judicial decree or the delivery to the Escrow Agent is acting solely as of a stakeholder at their request mutual declaration signed by the Reserving Party and for their convenience, and that Developer directing the Escrow Agent to act. Escrow Agent shall not have no obligation or liability hereunder except as a depositary to retain the cash which may be deemed deposited with it hereunder and to be the agent of any dispose of the parties same in accordance with the terms hereof. Escrow Agent shall be entitled to rely and act upon any written instrument received by it from the parties. 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 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 Reservation Deposit, to make payments and distributions in accordance with the terms of this Agreement, and otherwise to discharge its obligations hereunder. Escrow Agent shall not be liable for any act performed in good faith or omission in reliance on its part unless taken any document instrument or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraudstatement believed by it to be genuine. Seller The Reserving Party and Purchaser Developer jointly and severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall agree to indemnify and hold harmless Escrow Agent harmless from all losses, costs and against all costsexpenses that may be incurred as a result of its involvement in any litigation, Claims and expensesincluding, including reasonable but not limited to, attorneys’ fees, incurred in connection with arising from the performance of Escrow Agent’s its duties hereunder, except with respect to actions or omissions provided that such losses, costs and expenses shall not have resulted from any action taken or suffered omitted by the Escrow Agent in bad faith, and for which it shall have been adjudged grossly negligent or engaged in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agentmisconduct. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted].The following terms and conditions shall apply to the escrow hereunder (all funds constituting the Escrow Deposit then on deposit in the Escrow Account and interest accrued thereon being hereinafter referred to as the “Escrow Funds”): 2.3.2 The Tax identification numbers of a. Escrow Agent shall deposit the parties Escrow Funds in a segregated account at Citibank, N.A. bearing interest at the rate determined by Citibank, N.A. and all interest accruing thereon shall be furnished paid to Purchaser. For purposes of opening such account, Purchaser shall deliver a completed and executed Form W-9 to Escrow Agent upon requeston or before delivery by Purchaser of the Escrow Deposit to Escrow Agent. Purchaser and Seller understand and acknowledge that said account in which the Escrow Funds will be held cannot be established until Escrow Agent receives an executed Form W-9 from Purchaser. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that b. It is agreed by Seller, Xxxxxxxxx and Escrow Agent is acting solely that: (i) the duties of Escrow Agent are only as a stakeholder at their request herein specifically provided and for their convenienceare purely ministerial in nature, and Escrow Agent shall incur no liability, except in connection with Escrow Agent’s willful misconduct or gross negligence; (ii) in the performance of Xxxxxx Agent’s duties hereunder, Xxxxxx Agent shall be entitled to rely upon any document, instrument or signature believed by Xxxxxx Agent to be genuine and signed by either or both of Seller and/or Purchaser or their respective successors; (iii) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (iv) Escrow Agent shall not be deemed to be the agent of bound by any of the parties and shall not be liable for any act modification, cancellation or omission on its part unless taken or suffered in bad faith in willful disregard rescission of this Contract or involving gross negligence or fraud. Escrow Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; and (v) Seller and Purchaser shall jointly and severally (on a 50/50 basis as between Seller on the one hand reimburse and Purchaser on the other) shall indemnify Escrow Agent for, and hold Escrow Agent harmless from against, any and against all costsloss, Claims and expensesliability, out-of-pocket costs or expenses in connection herewith, including reasonable attorneys’ fees, incurred fees and disbursements arising out of or in connection with Escrow Agent’s acceptance of, or the performance of Escrow Agent’s duties hereunderand obligations under, this Escrow Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement, except to the extent that it is determined that Escrow Agent was guilty of gross negligence or willful misconduct. (vi) Purchaser and Seller acknowledge that they are aware that the Federal Deposit Insurance Corporation (FDIC) coverage applies only to a cumulative maximum amount for each individual depositor for all of depositor’s accounts at the same or related institution. Purchaser and Seller are further aware that Escrow Agent is not responsible for levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. c. Escrow Agent is acting as a custodian only with respect to actions the Escrow Funds. If there is any dispute as to whether Escrow Agent is obligated to deliver all or omissions taken any portion of the Escrow Funds or suffered as to whom the proceeds of the Escrow Funds are to be delivered, Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent shall hold the Escrow Funds (together with all interest thereon, if any) until receipt by Escrow Agent of an authorization in bad faithwriting, in willful disregard of this Contract or involving negligencesigned by Seller and Purchaser, willful misconduct or fraud on directing the part disposition of the Escrow Agent. 2.3.5 The parties shall deliver to Funds, or, in the absence of such authorization, Escrow Agent shall hold the Escrow Funds, until the final determination of the rights of the parties in an executed copy appropriate proceeding. If such written authorization is not given, or proceedings for such determination have not begun within ninety (90) days after the date Escrow Agent receives written notice of this Contractsuch dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Escrow Funds in court, pending such determination. Escrow Agent shall execute be reimbursed for all out-of-pocket costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the signature page for party determined not to be entitled to the Escrow Funds, or if the Escrow Funds are split between the parties hereto, such costs of Escrow Agent attached hereto which shall confirm be split, pro rata, between Seller and Purchaser, upon the amount of Escrow Agent’s agreement to comply with Funds received by each party. Upon making delivery of all of the terms of any Seller’s closing instruction letter delivered at Closing Escrow Funds, in the manner provided in this Escrow Agreement, Escrow Agent shall have no further liability hereunder. d. Seller and the provisions of this Section 2.3; provided, however, that (a) Purchaser acknowledge and agree Escrow Agent’s signature hereon Agent shall not be a prerequisite paid any amount to cover its expenses in opening, maintaining and disbursing the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) proceeds of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045Account. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers 5.1 Each of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge this Agreement recognizes and acknowledges that the Escrow Agent is acting serving solely as a stakeholder at their request and for their conveniencean accommodation to the parties, and each of them agrees that the Escrow Agent shall not be deemed liable to any of the parties for any error of judgment, mistake, or act or omission hereunder, or any matter or thing arising out of its conduct hereunder, except for the Escrow Agent's willful misfeasance or gross negligence. The Escrow Agent shall be entitled to rely upon the agent authenticity of any signature, and the genuineness and/or validity of any writing received by the Escrow Agent pursuant to or otherwise relating to this Agreement. 5.2 The Escrow Agent is acting, and may continue to act, as counsel to Purchaser in connection with the transactions contemplated by this Agreement. 5.3 Each of the parties jointly and severally agrees to indemnify and hold harmless the Escrow Agent from and against any and all costs, claims, damages, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements, whether paid to retained attorneys or representing the fair value of legal services rendered to itself) that may be incurred by the Escrow Agent acting under this Agreement (including, without limitation, any costs incurred by the Escrow Agent pursuant to Section 5.4 hereof) or to which the Escrow Agent may be put in connection with the Escrow Agent acting under this Agreement, except for costs, claims, or damages arising out of the Escrow Agent’s willful misfeasance or gross negligence. 5.4 In the event that: (a) the Escrow Agent shall receive contrary instructions from the parties; or (b) any dispute shall arise as to any matter arising under this Agreement; or (c) there shall be any uncertainty as to the meaning or applicability of any of the parties and shall not be liable for any act provisions hereof, or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties duties, rights or responsibilities hereunder, except with respect to actions or omissions taken or suffered any written instructions received by the Escrow Agent in bad faithpursuant hereto, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute not itself determine such dispute, controversy or uncertainty, but shall either (i) continue to hold the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement documents and other items placed with it pursuant to comply with the terms of this Agreement until otherwise directed in writing by joint instruction of the parties, or by a final non-appealable court order, or (ii) at its option, at any Seller’s closing instruction letter delivered at Closing time that such dispute, controversy or uncertainty continues, deposit said documents and other items into any court having appropriate jurisdiction. 5.5 Upon the delivery or disposition of the documents and other items placed with it in accordance with the provisions of this Section 2.3; providedAgreement, howeverthe Escrow Agent shall thereupon be relieved of, that (a) and discharged and released from, any and all liability hereunder and with respect to said documents and other items and Escrow Agent’s signature hereon obligations under this Agreement shall not be a prerequisite deemed to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agenthave been completed. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as escrow instructions to the Escrow Agent as the escrow holder for consummation of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request purchase and for their convenience, and that Escrow Agent shall not be deemed to be the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraudsale contemplated hereby. Seller and Purchaser severally (on a 50/50 basis agree to execute such reasonable additional and supplementary escrow instructions as between Seller on may be appropriate to enable the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3Agreement; provided, however, that (a) in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control. The Escrow Agent joins in the execution of this Agreement to evidence its agreement to hold documents and funds in accordance with the terms and conditions of this Agreement. Further, the following provisions shall control with respect to the rights, duties and liabilities of the Escrow Agent: 12.23.1 The Escrow Agent acts hereunder as a depository only and is not responsible or liable in any manner whatsoever for the (i) sufficiency, correctness, genuineness or validity of any written instrument, notice or evidence of a party’s signature hereon receipt of any instruction or notice which is received by the Escrow Agent, or (ii) identity or authority of any person executing such instruction notice or evidence. 12.23.2 The Escrow Agent shall not have no responsibility hereunder except for the performance by it in good faith of the acts to be a prerequisite to the binding nature of this Contract on Purchaser and Sellerperformed by it hereunder, and the same Escrow Agent shall only become fully effective upon execution and delivery have no liability except for its own willful misconduct or gross negligence. 12.23.3 The Escrow Agent shall be reimbursed on an equal basis by Purchaser and Seller, and (b) Seller for any reasonable expenses incurred by the signature of Escrow Agent will not be arising from a dispute with respect to the amount held in escrow, including the cost of any legal expenses and court costs incurred by the Escrow Agent, should the Escrow Agent deem it necessary to amend any provision of this Contract other than this Section 2.3 and then only retain an attorney with respect to the extent affecting Escrow Agentdisposition of the amount held in escrow. 2.3.6 Escrow Agent acknowledges that it is 12.23.4 In the “real estate reporting person” within event of a dispute between the meaning of Section 6045(e)(2)(A) parties hereto with respect to the disposition of the Internal Revenue Code of 1986amount held in escrow, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with be entitled, at its own discretion, to deliver such amount to an appropriate court of law pending resolution of the Internal Revenue Service if required by Section 6045dispute. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]A. The Union Escrow shall be held in escrow by Greenberg Traurig, LLP ("Escrow Agent") upon the texxx xxx xonditions of this Section 13A. B. It is agreed that: (i) The duties of Escrow Agent are only as herein specifically provided, and, except for the provisions of this Section 13A, are purely ministerial in nature, and Escrow Agent shall incur no liability whatever except for its own willful misconduct or gross negligence; (ii) Escrow Agent shall not be liable or responsible for the collection of the proceeds of any checks used to pay the Union Escrow; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be genuine and signed by either of the other parties hereto or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless in writing and signed by Escrow Agent, Seller and Purchaser; (vi) Except as otherwise provided in this Section 13A, Seller and Purchaser shall jointly and severally reimburse and indemnify Escrow Agent for, and hold it harmless against, any and all loss, liability, costs or expenses in connection herewith, including reasonable attorneys' fees and disbursements, incurred without willful misconduct or gross negligence on the part of Escrow Agent arising out of or in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the reasonable costs and expenses of defending against any claim or liability arising out of or relating to this Agreement; (vii) Each of Seller and Purchaser hereby releases Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith (and without willful misconduct or gross negligence) in the performance of its duties hereunder; and (viii) Escrow Agent may resign upon 10 days written notice to Seller and Purchaser. If a successor Escrow Agent is not appointed by Seller and Purchaser within such 10 day period, Escrow Agent may petition a court of competent jurisdiction to name a successor. 2.3.2 The Tax identification numbers of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that C. Escrow Agent is acting solely as a stakeholder at their request only with respect to the Union Escrow. Except as otherwise provided in this Section 13A, Escrow Agent shall not deliver the Union Escrow except on seven days' prior written notice to the parties and only if neither party shall object within such seven day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Union Escrow or as to whom such Union Escrow is to be delivered, Escrow Agent shall not be required to make any delivery, but in such event Escrow Agent may hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Union Escrow (together with all interest thereon, if any), or in the absence of such authorization Escrow Agent may hold the Union Escrow (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given 37 or proceedings for their conveniencesuch determination are not begun within 30 days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Union Escrow (together with all interest thereon, if any), in court pending such determination. Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Union Escrow, or if the Union Escrow is split between the parties hereto, such costs of Escrow Agent shall be split, pro rata, between Seller and Purchaser, in inverse proportion to the amount of the Union Escrow received by each. Upon making delivery of the Union Escrow (together with interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further obligation or liability hereunder. D. Escrow Agent has executed this Agreement solely to confirm that Escrow Agent has received the Union Escrow (if the Union Escrow is made by check, subject to collection) and will hold the Union Escrow, in escrow, pursuant to the provisions of this Agreement. E. Seller understands and acknowledges that Escrow Agent also serves as Purchaser's counsel and that Escrow Agent shall not be deemed have the right to be the agent of represent Purchaser in any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. dispute between Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions the Union Escrow, this Agreement or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contractotherwise. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 13A.9 The provisions of this Section 2.3 13A shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 5.01. The Tax identification numbers of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that Escrow Agent shall not be deemed have a duty to be hold the agent of any of Escrow Funds in an interest bearing trust account, and to disburse the parties funds as provided in Sections 2.02 and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard 5.05 of this Contract or involving gross negligence or fraudAgreement. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute have no responsibility or duty to obtain, collect or enforce any obligations of the signature page for Debtors, nor shall the Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement have any responsibility or duty to comply with determine the terms unpaid balance of the Indebtedness, or the proper application of any Seller’s closing instruction letter delivered at Closing payment on the Indebtedness. 5.02. The Escrow Agent shall have no duties except those which are specifically set forth herein. No waiver, modification, amendment, termination or rescission of this Agreement shall be effective or binding upon the Escrow Agent unless the Escrow Agent shall have specifically consented thereto in writing. 5.03. The Debtors and the provisions Lenders acknowledge, understand and agree that (i) the Escrow Agent has not and will not exercise any independent professional judgment on behalf of the Lenders or the Debtors in carrying out its duties under this Section 2.3Agreement; and (ii) notwithstanding its role as the Escrow Agent hereunder, the Escrow Agent may, in the event of a dispute between the Debtors and the Lenders, act as counsel for and represent the Debtors in any dispute or litigation, provided, however, that (a) Escrow Agent’s signature hereon in the event of such dispute, no funds shall not be a prerequisite to released by the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision without an order of this Contract other than this Section 2.3 and then only to the extent affecting Escrow AgentBankruptcy Court. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction5.04. The Escrow Agent shall have no liability or responsibility to the Borrower or the Lender for any losses, claims, damages, liabilities, costs or expenses provided that such losses are not the result of the Escrow Agent's own negligence or willful misconduct. 5.05. Any Escrow Funds remaining with the Escrow Agent on the Due Date shall be promptly disbursed to Lenders. In the event the Debtors dispute the occurrence of the Due Date the Escrow Agent may either hold the Escrow Funds until a final judgment of a court of competent jurisdiction is entered directing the Escrow Agent as to the proper disposition of the Escrow Funds or the Escrow Agent may file a Form 1099-S with declaratory judgment action or an interpleader action against the Internal Revenue Service if required by Section 6045Lender and the Debtors. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]8.1 The Company and Investor hereby appoint Escrow Agent as escrow agent for the Investor and the Noteholders in connection with the sale by the Noteholders to the Investor of their Notes pursuant to the Amended Omnibus Agreement, the delivery by the Noteholders of the warrant certificates being delivered by the Noteholders for cancellation by the Company (the "Noteholder Warrants") in connection with the sale to the Investor of the Notes, the certificates for the Common Stock being issued to the Noteholders in connection with the sale of the Notes (the "Noteholder Stock Certificates") and the payment to the Noteholders of the purchase price for the Notes (the "Notes Purchase Price") to be paid by the Investor in accordance with the terms and conditions set forth in the Omnibus Agreement and herein, and the Escrow Agent hereby accepts such appointment. 2.3.2 The Tax identification numbers 8.2 With respect to each individual Noteholder, upon receipt by the Escrow Agent of the parties Notes, Noteholder Warrants (or other instruments which the Investor shall have given written notice to the Escrow Agent are acceptable to the Investor) and Noteholder Stock Certificates in connection with the sale of the Notes held by such Noteholder to the Investor, the Escrow Agent shall promptly deliver to such Noteholder, by check or wire transfer, the amount of the Notes Purchase Price to which such Noteholder shall be furnished entitled as set forth in Exhibit G and the Noteholder Stock Certificate to which such Noteholder is entitled. In the event that the Company fails to deliver to the Escrow Agent prior to June 30, 2005 any one or more of the Notes, the Noteholder Warrants or the Noteholder Stock Certificates with respect to the sale of Notes by any one or more Noteholders (each a "Non-Delivering Noteholder"), upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that receipt of written notice from the Investor, the Escrow Agent is acting solely as a stakeholder at their request (without affecting the obligations of the Investor and the Noteholders pursuant to this Agreement and the Amended Omnibus Agreement) shall return the Notes Purchase Price to the Investor, the appropriate Notes and Noteholders Warrant to each Non-Delivering Noteholder to the address of such Non-Delivering Noteholder set forth on Exhibit G and the Noteholders Stock Certificate with respect to the Non-Delivering Noteholder to the Company.. 8.3 Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for their convenienceamendments to this Agreement relating to escrowed funds or documents or instruments, and that the Escrow Agent shall not be deemed obligated to be the agent of recognize any agreement between any and all of the parties persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. 8.4 Escrow Agent shall not be liable to any party or anyone else for any act action taken, or omission on its part unless omitted to be taken by it, or any action suffered by it to be taken or suffered omitted, in bad good faith in willful disregard and acting upon any order, notice, demand, certificate, opinion or advice of this Contract counsel (including counsel chosen by the Escrow Agent) statement, instrument, report, or involving gross negligence other paper or fraud. Seller document (not only as to its due execution and Purchaser severally (on a 50/50 basis the validity and effectiveness of its provisions, but also as between Seller on to the one hand truth and Purchaser on acceptability of any information therein contained), which is believed by the other) shall indemnify and hold Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unlesevidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. 8.5 Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Escrow Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Escrow Agent to the Company, the Investor or the Noteholders pursuant to the provisions hereof other than as to payment or delivery thereof in accordance with the terms hereof. 8.6 Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to betaken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption. 8.7 Escrow Agent will be indemnified and held harmless by the Investor and the Company from and against all costs, Claims and expenses, including reasonable attorneys’ feescounsel fees and disbursements, incurred or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the performance services of the Escrow Agent’s duties Agent hereunder, except with respect for claims relating to actions willful misconduct or omissions taken or suffered gross negligence by Escrow Agent in bad faith, in willful disregard or breach of this Contract or involving negligence, willful misconduct or fraud on the part of the Agreement by Escrow Agent, or the monies or other property held by it hereunder. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers of Deposit and any other sums (including without limitation, any interest earned thereon) which the parties agree shall be furnished to held in escrow (collectively “Escrow Funds”), shall be held by Escrow Agent, in trust and disposed of only in accordance with the following provisions: (a) Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their conveniencehereby agrees to hold, administer, and that disburse the Escrow Funds pursuant to this Agreement. Escrow Agent shall not invest such Escrow Funds in a segregated, interest-bearing money market account at Citibank, N.A., as provided in Section 3.2. In the event any interest or other income shall be deemed to be the agent of any of the parties and earned on such Escrow Funds, such interest or other income shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on become a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow AgentFunds and will be the property of the party entitled to the Deposit pursuant to this Agreement. Purchaser’s and Seller’s Federal Identification Numbers are set forth below. 2.3.5 The parties shall deliver to (b) At such time as Escrow Agent an executed copy receives written notice from either Purchaser or Seller, or both, setting forth the identity of this Contract. the party to whom such Escrow Funds (or portions thereof) are to be disbursed and further setting forth the specific section or paragraph of the Agreement pursuant to which the disbursement of such Escrow Funds (or portions thereof) is being requested, Escrow Agent shall execute the signature page for disburse such Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement Funds pursuant to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3such notice; provided, however, that if such notice is given by either Purchaser or Seller but not both, Escrow Agent shall (ai) promptly notify the other party (either Purchaser or Seller as the case may be) that Escrow Agent’s signature hereon shall not be Agent has received a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Sellerrequest for disbursement, and (bii) withhold disbursement of such Escrow Funds for a period of ten (10) days after receipt of such notice of disbursement and if Escrow Agent receives written notice from either Purchaser or Seller within said ten (10) day period which notice countermands the signature earlier notice of disbursement, then Escrow Agent shall withhold such disbursement until both Purchaser and Seller can agree upon a disbursement of such Escrow Funds. Purchaser and Seller hereby agree to send to the other, pursuant to Section 15.6 below, a duplicate copy of any written notice sent to Escrow Agent and requesting any such disbursement or countermanding a request for disbursement. (c) In performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses, or expenses, except for willful default or breach of trust, and it shall accordingly not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent will under this Agreement, or (ii) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not be necessary only as to amend any provision its due execution and the validity and effectiveness of this Contract other than this Section 2.3 and then only its provisions but also as to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning truth and accuracy of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986any information contained therein, as amended (the “Code”), to the extent applicable for this transaction. which Escrow Agent shall file in good faith believe to be genuine, to have been signed or presented by a Form 1099-S proper person or persons, and to conform with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Agreement. (d) Notwithstanding the provisions of Section 2.3 14.1 (b), in the event of a dispute between Purchaser and Seller sufficient, in the sole discretion of Escrow Agent to justify its doing so or in the event that Escrow Agent has not disbursed the Escrow Funds on or before ten (10) days after the Closing Date, Escrow Agent shall survive be entitled to tender into the registry or custody of any termination court of competent jurisdiction the Escrow Funds, together with such legal pleadings as it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement. Any such legal action may be brought in a federal or state court in New York County, New York or, if is such courts do not have jurisdiction as to the parties or matters involved then such court as Escrow Agent shall determine to have jurisdiction thereof. (e) Escrow Agent has executed this Agreement in the place indicated on the signature page hereof in order to confirm that the Escrow Agent has received the Deposit and shall hold the Escrow Funds in escrow, and shall disburse the Escrow Funds pursuant to the provisions of this Contract, and, if not so terminated, the ClosingArticle XIV.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 The Tax identification numbers 10.1 Seller and Buyer hereby appoint Escrowee to serve as such pursuant to the terms of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 this Contract. The parties acknowledge that Escrow Agent Xxxxxxxx is acting solely as a stakeholder at their request and for their convenience, convenience and that Escrow Agent as such shall not be deemed to be the agent of either of the parties. 10.2 Buyer shall pay the sum or sums, as applicable, to be paid under 1.1(b) by wire transfer to Escrowee. As soon as practicable after collection, Escrowee shall hold the proceeds thereof in escrow, in an escrow account and shall invest the proceeds in an interest bearing account of a Federally insured banking institution. Escrowee shall apply the Deposit as provided in the separate escrow instructions referred to in 7.2(a) or, in any other case, as expressly provided in this Contract. The tax identification numbers of the parties and are set forth opposite their signatures to this Contract. 10.3 The duties of Escrowee shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard determined solely by the express provisions of this Contract and the separate escrow instructions referred to in 7.2. If there is any dispute or involving gross negligence doubt as to which party is entitled to the Deposit, Escrowee may hold the Deposit until receipt of a written authorization signed by the parties or frauda final judgment of a court of competent jurisdiction directing the disposition of the Deposit. In the absence of such authorization, the parties authorize Escrowee, at the joint and several cost of Seller and Buyer, without creating any obligation on the part of Escrowee, if this Contract or the Deposit becomes involved in litigation, to deliver the Deposit to the clerk of the court in which the litigation is pending or, if it is threatened with litigation, to interplead all interested parties in the court of general jurisdiction in the county in which the Premises are located and to deliver the Deposit to the clerk of that court; and upon such delivery, Escrowee shall be fully relieved and discharged of any further responsibilities under this Contract. 10.4 The Deposit shall be paid by Xxxxxxxx to Seller at Closing and credited against the Purchase Price. If the Closing does not occur due to the exercise of a Termination Option, the Deposit shall be paid to Buyer unless the conditions of the specific Termination Option shall provide otherwise. 10.5 The parties acknowledge that the Escrowee is not responsible or liable in any manner whatever for the sufficiency, correctness, genuineness or validity or the subject matter of any agreement, by, between or among the Seller and Buyer. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall Xxxxx agree to indemnify and hold Escrow Agent harmless Escrowee, jointly and severally, from any loss, claim, expense or damage (including court costs and against all costs, Claims and expenses, including reasonable attorneys’ fees, ) incurred in connection with the performance of Escrow Agentthe Escrowee’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in for Xxxxxxxx’s bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on negligence. Seller and Buyer agree that the part Escrowee shall not be responsible in any manner for the validity or sufficiency of any cash, instruments, wire transfer or any other property delivered to it hereunder, or for the Escrow Agent. 2.3.5 The parties value or collectibility of any check or other instrument so delivered or for any representation made or obligations assumed by Seller or Buyer and nothing herein shall be deemed to obligate Escrowee to deliver any cash or wire any funds or release any documents unless the same shall have first been received by the Escrowee pursuant to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; providedEagle IV Business Centre Sale Contract Execution version July 14, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.2022

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 (a) The Tax identification numbers of the parties Deposit shall be furnished to held in escrow by Escrow Agent upon requestthe following terms and conditions: (i) Escrow Agent shall deposit the Deposit in an interest bearing savings or money-market account; (ii) Except as otherwise expressly provided in this Agreement, Escrow Agent shall deliver to Seller the Deposit together with all interest thereon, if any, at and upon the Closing, provided, however, Buyer shall receive a credit at Closing in an amount equal to the interest earned on the Deposit; (iii) If this Agreement is terminated in accordance with the terms hereof, or if the Closing does not take place under this Agreement by reason of the failure of either party to comply with such party’s obligations hereunder, Escrow Agent shall pay the Deposit (together with all interest thereon, if any) to Seller or Buyer, as the case may be, in accordance with the provisions of this Agreement. 2.3.3 [Omitted].(iv) For this purpose, Seller and Buyer have each provided and hereby represent that the tax identification numbers set forth against their names in this paragraph are true and correct and may be relied upon by the Escrow Agent. Interest earned on the Deposit will not be disbursed to any party unless IRS Form W-9 is executed and delivered to Escrow Agent. Seller’s Tax ID No. 00-0000000 Purchaser’s Tax ID No. 00-0000000 2.3.4 (b) Seller and Buyer hereby agree that: (i) The parties acknowledge that duties of Escrow Agent is acting solely are only as herein specifically provided, and are purely ministerial in nature, and Escrow Agent shall incur no liability whatsoever except to the extent of any liability which occurs as a stakeholder at their request and for their convenience, and that result of its willful misconduct or gross negligence; (ii) Escrow Agent shall not be deemed liable or responsible for the collection of the proceeds of any checks used to pay the Deposit; (iii) In the performance of its duties hereunder, Escrow Agent shall be entitled to rely upon any document, instrument or signature believed by it to be the agent of any genuine and signed by either of the parties and or their successors; (iv) Escrow Agent may assume that any person purporting to give any notice of instructions in accordance with the provisions hereof has been duly authorized to do so; (v) Escrow Agent shall not be liable for bound by any act modification, cancellation or omission on its part unless taken or suffered in bad faith in willful disregard rescission of this Contract or involving gross negligence or fraud. Agreement unless in writing and signed by it, Seller and Purchaser Buyer; (vi) Seller and Buyer shall jointly and severally (on a 50/50 basis as between Seller on the one hand reimburse and Purchaser on the other) shall indemnify Escrow Agent for, and hold Escrow Agent it harmless from against, any and against all costsloss, Claims and expensesliability, costs or expenses in connection herewith, including reasonable attorneys’ feesfees and disbursements, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faithconnection with its acceptance of, or the performance of its duties and obligations under, this Agreement, as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Agreement except to the extent such loss, liability, costs and expenses result from the gross negligence or willful misconduct of Escrow Agent; (vii) Seller and Buyer each hereby release Escrow Agent from any act done or omitted to be done by Escrow Agent in good faith in the performance of its duties hereunder; and (viii) The tax identification numbers of Seller and Buyer are set forth above. (c) Escrow Agent is acting as a stakeholder only with respect to the Deposit. Escrow Agent, except in the event of the Closing, shall not deliver the Deposit except on seven (7) days’ prior written notice to the parties and only if neither party shall object within such seven (7) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver all or any portion of the Deposit or as to whom such Deposit is to be delivered, Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the same until receipt by Escrow Agent of an authorization in writing, signed by all of the parties having any interest in such dispute, directing the disposition of the Deposit (together with all interest thereon, if any), or in the absence of such authorization Escrow Agent shall hold the Deposit (together with all interest thereon, if any), until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days after the date Escrow Agent shall have received written notice of such dispute, and thereafter diligently continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding for leave to deposit the Deposit (together with all interest thereon, if any), in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contractcourt pending such determination. Escrow Agent shall execute be reimbursed for all costs and expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the signature page for party determined not to be entitled to the Deposit, or if the Deposit is split between the parties hereto, such costs of Escrow Agent attached hereto which shall be split, pro rata. between Seller and Purchaser, in inverse proportion to the amount of the Deposit received by each. Upon making delivery of the Deposit (together with interest thereon, if any), in the manner provided in this Agreement, Escrow Agent shall have no further liability hereunder. (d) Escrow Agent has executed this Agreement solely to confirm that Escrow Agent’s agreement Agent has received the check for the Deposit (subject to comply with collection) and will hold the terms of any Seller’s closing instruction letter delivered at Closing and Deposit, in escrow, pursuant to the provisions of this Section 2.3; provided, however, that Agreement. (ae) Escrow Agent’s signature hereon shall not be a prerequisite Notwithstanding anything to the binding nature contrary contained in this paragraph, if a dispute arises between the parties hereunder, Belkin Burden Wenig & Xxxxxxx, LLP, may continue to act as counsel to Seller regardless of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting its status as Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]8.1 The Company and Investor hereby appoint Escrow Agent as escrow agent for the Investor and the Noteholders in connection with the sale by the Noteholders to the Investor of their Notes pursuant to the Amended Omnibus Agreement, the delivery by the Noteholders of the warrant certificates being delivered by the Noteholders for cancellation by the Company (the "Noteholder Warrants") in connection with the sale to the Investor of the Notes, the certificates for the Common Stock being issued to the Noteholders in connection with the sale of the Notes (the "Noteholder Stock Certificates") and the payment to the Noteholders of the purchase price for the Notes (the "Notes Purchase Price") to be paid by the Investor in accordance with the terms and conditions set forth in the Omnibus Agreement and herein, and the Escrow Agent hereby accepts such appointment. 2.3.2 The Tax identification numbers 8.2 With respect to each individual Noteholder, upon receipt by the Escrow Agent of the parties Notes, Noteholder Warrants (or other instruments which the Investor shall have given written notice to the Escrow Agent are acceptable to the Investor) and Noteholder Stock Certificates in connection with the sale of the Notes held by such Noteholder to the Investor, the Escrow Agent shall promptly deliver to such Noteholder, by check or wire transfer, the amount of the Notes Purchase Price to which such Noteholder shall be furnished entitled as set forth in Exhibit G and the Noteholder Stock Certificate to which such Noteholder is entitled. In the event that the Company fails to deliver to the Escrow Agent prior to June 30, 2005 any one or more of the Notes, the Noteholder Warrants or the Noteholder Stock Certificates with respect to the sale of Notes by any one or more Noteholders (each a "Non-Delivering Noteholder"), upon requestreceipt of written notice from the Investor, the Escrow Agent (without affecting the obligations of the Investor and the Noteholders pursuant to this Agreement and the Amended Omnibus Agreement) shall return the Notes Purchase Price to the Investor, the appropriate Notes and Noteholders Warrant to each Non-Delivering Noteholder to the address of such Non-Delivering Noteholder set forth on Exhibit G and the Noteholders Stock Certificate with respect to the Non-Delivering Noteholder to the Company. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that 8.3 Escrow Agent is acting solely as a stakeholder at their request and shall have no duties or responsibilities other than those expressly set forth herein. Escrow Agent shall have no duty to enforce any obligation of any person to make any payment or delivery, or to direct or cause any payment or delivery to be made, or to enforce any obligation of any person to perform any other act. Escrow Agent shall be under no liability to the other parties hereto, or to anyone else, by reason of any failure, on the part of any party hereto or any maker, guarantor, endorser or other signatory of any document or any other person, to perform such person's obligations under any such document. Except for their convenienceamendments to this Agreement relating to escrowed funds or documents or instruments, and that the Escrow Agent shall not be deemed obligated to be the agent of recognize any agreement between any and all of the parties persons referred to herein, notwithstanding that references hereto may be made herein and whether or not it has knowledge thereof. 8.4 Escrow Agent shall not be liable to any party or anyone else for any act action taken, or omission on its part unless omitted to be taken by it, or any action suffered by it to be taken or suffered omitted, in bad good faith in willful disregard and acting upon any order, notice, demand, certificate, opinion or advice of this Contract counsel (including counsel chosen by the Escrow Agent) statement, instrument, report, or involving gross negligence other paper or fraud. Seller document (not only as to its due execution and Purchaser severally (on a 50/50 basis the validity and effectiveness of its provisions, but also as between Seller on to the one hand truth and Purchaser on acceptability of any information therein contained), which is believed by the other) shall indemnify and hold Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any of the terms thereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto. 8.5 Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, or of the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable to the other parties hereto or to anyone else in any respect on account of the identity, authority or rights, of the person executing or delivering or purporting to execute or deliver any document or property or this Agreement. The Escrow Agent shall have no responsibility with respect to the use or application of any funds or other property paid or delivered by the Escrow Agent to the Company, the Investor or the Noteholders pursuant to the provisions hereof other than as to payment or delivery thereof in accordance with the terms hereof. 8.6 Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event, by reason of which an action would or might be taken by the Escrow Agent, does not exist or has not occurred, without incurring liability to the other parties hereto or to anyone else for any action taken or omitted, or any action suffered by it to betaken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption. 8.7 Escrow Agent will be indemnified and held harmless by the Investor and the Company from and against all costs, Claims and expenses, including reasonable attorneys’ feescounsel fees and disbursements, incurred or loss suffered by the Escrow Agent in connection with any action, suit or proceeding involving any claim, or in connection with any claim or demand, which in any way, directly or indirectly, arises out of or relates to this Agreement, the performance services of the Escrow Agent’s duties Agent hereunder, except with respect for claims relating to actions willful misconduct or omissions taken or suffered gross negligence by Escrow Agent in bad faith, in willful disregard or breach of this Contract or involving negligence, willful misconduct or fraud on the part of the Agreement by Escrow Agent, or the monies or other property held by it hereunder. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]X. Xxxxxx and Purchaser are parties to that certain “Real Estate Contract” dated January 23, 2018 (the “Contract”) pursuant to which Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from Seller, the real property described on Exhibit “A” attached hereto and incorporated herein by referenced (the “Property”). 2.3.2 The Tax identification numbers B. Pursuant to the terms and provisions of the parties shall be furnished Contract and concurrently with the execution of this Agreement: (i) Seller has executed and delivered to Escrow Agent upon requestthat certain “Deed”, a copy of which is attached to this Agreement as Exhibit “B” and is incorporated herein by reference (the “Deed”); and (ii) Purchaser has delivered to Escrow Agent the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) in readily available funds (the “Deposit”). 2.3.3 [Omitted]. 2.3.4 C. The parties acknowledge that Contract Parties hereby agree as follows and instruct the Escrow Agent is acting solely as follows with respect to the Deed: (i) if all conditions to the closing under the Contract are satisfied, Seller will provide to the Escrow Agent Seller’s written authorization to release and record the Deed; or (ii) if Seller delivers to Purchaser and the Escrow Agent a stakeholder at their request and written notice that the Contract has been terminated for their convenienceany reason, and that then Escrow Agent shall not be deemed immediately deliver the Deed to be Seller. D. The Contract Parties hereby agree as follows and instruct the agent of any of the parties and shall not be liable for any act or omission on its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except as follows with respect to actions or omissions taken or suffered the Deposit: (i) the Deposit must be placed in an interest bearing account approved by Escrow Agent in bad faith, in willful disregard of this the Contract or involving negligence, willful misconduct or fraud on the part Parties and all accrued interest will be added to and become a portion of the Escrow Agent. 2.3.5 The parties shall deliver Deposit; (ii) Purchaser will have the right to draw upon the Deposit with Seller’s written approval, which will not be unreasonably withheld so long as Purchaser provides evidence reasonably acceptable to Seller that the remainder of the “Work” (as that term is defined in the Contract, and herein so called) can be completed at a total expense of $400,000.00 or less and so long as at least $100,000.00 is retained in the Deposit until the closing under the Contract; (iii) with each request for a disbursement from the Deposit, Purchaser will provide to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agentand to Seller: (1) written confirmation from Purchaser’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, engineer that (a) Escrow Agent’s signature hereon shall not the remainder of the Work can be completed for a prerequisite to total expense that is a least $100,000.00 less than the binding nature of this Contract on Purchaser and Selleramount that will remain in the Deposit after the requested disbursement is made, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) all of the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is Work has been conducted in accordance with the “real estate reporting personFinal Plans” within (as defined in the meaning Contract and herein so called) and in compliance with all applicable laws, (2) copies of Section 6045(e)(2)(Ainvoices or other evidence of payment sufficient to establish the expenditures incurred by Purchaser, (3) conditional lien waivers for the invoices to be paid out of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.current disbursement from the

Escrow Provisions. 2.3.1 [Omitted]2.1 The Lender and the Company hereby direct the Escrow Agent to retain the Stock Cancellation Documents and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. 2.3.2 The Tax identification numbers 2.2 In the event that there is any Event of Default (as defined in the promissory note issued pursuant to the Loan Agreement) that is not cured in accordance with the Loan Agreement, the Lender will deliver a written notice to the Company and the Escrow Agent acknowledging such event, and if the Company does not object within five (5) business days, the Escrow Agent will deliver the Certificate and Stock Power to the Lender. 2.3 In the event that the Company repays the loan pursuant to the Loan Agreement and there is no Event of Default that is not cured in accordance with the Loan Agreement at the time of repayment, the Company will deliver a written notice to the Lender and the Escrow Agent acknowledging such event, and if the Lender does not object within five (5) business days, the Escrow Agent will deliver the Stock Cancellation Documents to the transfer agent of the parties shall be furnished Company (the “Transfer Agent”) and request the Transfer Agent to cancel the Shares. 2.4 If either of the Company or the Lender objects to the deliveries contemplated in Section 2.2 or 2.3, then the Escrow Agent upon requestwill continue to retain the Stock Cancellation Documents until such objection is resolved between the Lender and the Company. Notwithstanding this Section 2.4, the Escrow Argent will still be able to deliver and interplead the Stock Cancellation Documents in accordance with Section 4.12 of this Agreement. 2.3.3 [Omitted]. 2.3.4 2.5 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request authorized by each of the Company and for their convenience, and that the Lender to make the deliveries required by this Section 2. 2.6 In the event the Escrow Agent shall has not be deemed received any written notices pursuant to be this Section 2 by the agent of any end of the parties and shall not be liable for any act fourth (4th) month (or omission on such other longer time as is determined by the Company in its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on sole discretion) from the one hand and Purchaser on date hereof, the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only deliver the Stock Cancellation Documents to the extent affecting Escrow AgentTransfer Agent and request the Transfer Agent to cancel the Shares. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]2.1 The Lender and the Company hereby direct the Escrow Agent to retain the Stock Cancellation Documents and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. 2.3.2 The Tax identification numbers 2.2 In the event that there is any Event of Default (as defined in the promissory note issued pursuant to the Loan Agreement) that is not cured in accordance with the Loan Agreement, the Lender will deliver a written notice to the Company and the Escrow Agent acknowledging such event, and if the Company does not object within five (5) business days, the Escrow Agent will deliver the Certificate and Stock Power to the Lender. 2.3 In the event that the Company repays the loan pursuant to the Loan Agreement and there is no Event of Default that is not cured in accordance with the Loan Agreement at the time of repayment, the Company will deliver a written notice to the Lender and the Escrow Agent acknowledging such event, and if the Lender does not object within five (5) business days, the Escrow Agent will deliver the Stock Cancellation Documents to the transfer agent of the parties shall be furnished Company (the “Transfer Agent”) and request the Transfer Agent to cancel the Shares. 2.4 If either of the Company or the Lender objects to the deliveries contemplated in Section 2.2 or 2.3, then the Escrow Agent upon requestwill continue to retain the Stock Cancellation Documents until such objection is resolved between the Lender and the Company. Notwithstanding this Section 2.4, the Escrow Argent will still be able to deliver and interplead the Stock Cancellation Documents in accordance with Section 4.12 of this Agreement. 2.3.3 [Omitted]. 2.3.4 2.5 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request authorized by each of the Company and for their convenience, and that the Lender to make the deliveries required by this Section 2. 2.6 In the event the Escrow Agent shall has not be deemed received any written notices pursuant to be this Section 2 by the agent of any end of the parties and shall not be liable for any act third month (or omission on such other longer time as is determined by the Company in its part unless taken or suffered in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on sole discretion) from the one hand and Purchaser on date hereof, the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only deliver the Stock Cancellation Documents to the extent affecting Escrow AgentTransfer Agent and request the Transfer Agent to cancel the Shares. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]. 2.3.2 12.1 The Tax identification numbers Deposit shall be held in escrow by the Escrow Agent until the earliest of (a) the Closing, on which date the Deposit shall be released to Seller; (b) ten (10) days after the Escrow Agent shall have delivered to the non-sending party a copy of the parties shall be furnished to Escrow Agent upon request. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge notice sent by Seller or Purchaser stating that this Agreement has been terminated and that the party so notifying the Escrow Agent is acting solely entitled to the Deposit, following which period the Deposit shall be (i) delivered to Seller, in the case of a notice from Seller stating that Seller is entitled to the Deposit, or (ii) delivered to Purchaser, in the case of a notice from Purchaser stating that Purchaser is entitled to the Deposit; provided, in each case, however, that within such ten (10) day period the Escrow Agent does not receive either a notice containing contrary instructions from the other party hereto or a court order restraining the release of all or any portion of the Deposit; or (c) a joint notice executed by Seller and Purchaser is received by the Escrow Agent, in which event the Escrow Agent shall release the Deposit in accordance with the instructions therein contained. The Escrow Agent shall reasonably promptly deliver a duplicate copy of any notice received by it in its capacity as Escrow Agent to Seller and Purchaser. Notwithstanding anything to the contrary set forth herein, if Purchaser advises Seller and the Escrow Agent in accordance with Section 3.1 or 3.2 that Purchaser has elected to terminate this Agreement, then Escrow Agent shall promptly return the Deposit to Purchaser. 12.2 The Deposit shall be held by the Escrow Agent in a stakeholder at their request separate interest-bearing money market or bank account. The Deposit may be invested on behalf of Seller or Purchaser; provided that any direction to the Escrow Agent for such investment shall be in writing and a completed, signed W-9 Form accompanies it. The Escrow Agent is not to be held responsible for their conveniencethe loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof. If the Closing occurs, the Deposit shall be paid to Seller and applied to the Purchase Price. In the event that there is no Closing hereunder and the Deposit is to be paid to Seller pursuant to the terms of this Agreement, such payment shall be made to Seller, otherwise, the Deposit shall be paid to Purchaser. 12.3 In the event that (i) the Escrow Agent shall have received a notice containing contrary instructions or a court order as provided for in Section 12.1 hereof and within the time therein prescribed, or (ii) any other disagreement or dispute shall arise between the parties hereto resulting in adverse claims or demands being made for the Deposit, whether or not litigation has been instituted, then and in any such event the Escrow Agent shall refuse to comply with any claims or demands on it and continue to hold the Deposit until the Escrow Agent receives either (a) a written notice signed by both Seller and Purchaser directing the disposition of the Deposit, or (b) a final order of a court of competent jurisdiction, entered in a proceeding in which Seller, Purchaser and the Escrow Agent are named as parties, directing the disposition of the Deposit, in either of which events the Escrow Agent shall then dispose of the Deposit in accordance with said direction. The Escrow Agent shall not be deemed or become liable in any way to be any person or entity for its refusal to comply with any such claims or demands until and unless it has received a direction of the agent nature described in (a) or (b) above. Upon the taking by the Escrow Agent of any of the parties actions described in (a) and (b) above, the Escrow Agent shall be released of and from all liability hereunder. Notwithstanding the foregoing provisions of this Section 12.3, the Escrow Agent shall have the following right in the circumstances described in subdivision (i) or (ii) above: (y) if the Escrow Agent shall have received a written notice signed by either Seller or Purchaser advising that litigation between Seller and Purchaser over entitlement to the Deposit or any portion thereof has been commenced, the Escrow Agent may, on written notice to Seller and Purchaser, deposit the Deposit with the clerk of the court in which such litigation is pending, or (z) the Escrow Agent may, on written notice to Seller and Purchaser, take such affirmative steps as it may, at its option, elect in order to terminate its duties as escrow agent hereunder, including, but not limited to, the deposit of the Deposit with a court of competent jurisdiction and the commencement of an action in interpleader. Upon the taking by Escrow Agent of either of the actions described in (y) or (z) above, the Escrow Agent shall be released of and from all liability hereunder except for any previous willful misconduct or gross negligence. 12.4 The Escrow Agent shall not be liable for any error in judgment or for any act done or omission on its part unless taken omitted by it in good faith, or suffered for any mistake of fact or law and shall not incur any liability in bad acting upon any signature, notice, request, waiver, consent, receipt or other paper or document in good faith believed by the Escrow Agent to be genuine and is released and exculpated from all liability hereunder except as aforesaid or for willful misconduct or gross negligence. The sole responsibility of the Escrow Agent hereunder shall be to hold and release the Deposit in willful disregard accordance with the provisions of this Contract or involving gross negligence or fraudAgreement. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold The Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred shall be entitled to consult with counsel in connection with the performance of Escrow Agent’s its duties hereunder, except with respect to actions or omissions taken or suffered by . The Escrow Agent has executed this Agreement solely to confirm that it is holding and will hold the Deposit in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the part of the Escrow Agent. 2.3.5 The parties shall deliver pursuant to Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser 12 and Seller, and the same shall only become fully effective upon execution and delivery for no other purpose. 12.5 This Agreement when signed by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary Seller shall also constitute escrow instructions to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 12.6 When both (i) this Agreement, fully signed, or in signed counterparts, and (ii) the Deposit have been delivered to Escrow Agent acknowledges that it is the Agent, Escrow shall be deemed open (“real estate reporting person” within the meaning Opening of Section 6045(e)(2)(A) of the Internal Revenue Code of 1986, as amended (the “CodeEscrow”), to the extent applicable for this transaction. and Escrow Agent shall file a Form 1099-S with immediately notify Purchaser and Seller by telephone and in writing of the Internal Revenue Service if required by Section 6045date of Opening of Escrow. 2.3.7 The provisions 12.7 If necessary, Escrow Agent is authorized to insert the Closing Date in any blanks in the Closing documents. 12.8 When Purchaser and Seller have satisfied their respective Closing obligations under Sections 5.5 and 5.6 hereof and each of this the conditions under Sections 9 and 10 hereof have either been satisfied or waived, Escrow Agent shall promptly undertake all of the following in the manner indicated and as more particularly instructed in Purchaser’s and Seller’s Closing instructions: (a) Prorations. Prorate and allocate all matters as described in Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.5.3 hereof;

Escrow Provisions. 2.3.1 [Omitted]The following provisions shall govern ------------------ Escrow Agent's obligations and duties under this Agreement: (a) If there is a dispute between the Company or any of the Holders and the Parent with regard to the distribution of the Escrowed Stock, the legal fees, expenses and other costs incurred by the Escrow Agent in connection with the adjudication of such dispute shall be paid by the party which is not the prevailing party in such dispute or jointly, if there is no completely prevailing party. 2.3.2 (b) Escrow Agent may resign at any time upon 5 days' prior notice to the Company and the Parent and may be removed by the mutual consent of the Company and the Parent upon 5 days' prior notice to Escrow Agent. Prior to the effective date of the resignation or removal of Escrow Agent or any successor escrow agent, the Company and the Parent shall jointly appoint a successor escrow agent, to hold the Escrowed Stock, and any such successor escrow agent shall execute and deliver to the predecessor escrow agent an instrument accepting such appointment, upon which such successor agent shall, without further act, become vested with all of the rights, powers and duties of the predecessor escrow agent as if originally named herein. If no successor escrow agent is appointed prior to the effective date of the termination or resignation of the Escrow Agent, Escrow Agent may place all of the Escrowed Stock at the disposal of a court and petition the court to act as the successor escrow agent or to appoint another entity to act as the successor escrow agent. (c) The Tax identification numbers duties of Escrow Agent hereunder are entirely administrative and not discretionary. Escrow Agent is obligated to act only in accordance with written instructions received by it as provided in Section 1.3(c) of this Agreement, is authorized hereby to comply with any orders, judgments or decrees of any court or arbitration panel and shall not incur any liability as a result of its compliance with such instructions, order, judgments or decrees. Escrow Agent may assume the due execution, validity and effectiveness of, and the truth and accuracy of any information contained in, any instrument or other document presented to it which Escrow Agent shall in good faith believe to be genuine, and to have been signed or presented by the persons or parties purporting to sign or present the same. (d) Escrow Agent shall have no liability under, or duty to inquire into, the terms and provisions of any other agreement between any of the parties hereto. In the event that any of the terms and provisions of any other agreement conflict or are inconsistent with any of the terms and provisions of this Agreement, the terms and provisions of this Agreement in respect of Escrow Agent's rights and duties shall be furnished to Escrow Agent upon requestgovern and control in all respects. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge that Escrow Agent is acting solely as a stakeholder at their request and for their convenience, and that (e) Escrow Agent shall not be deemed responsible or liable in any manner whatsoever for the performance of or by Parent and the Company of their respective obligations under this Agreement nor shall Escrow Agent be responsible or liable in any manner whatsoever for the failure of the Parent, the Company or any third party to be the agent of honor any of the parties provisions of this Agreement. (f) If Escrow Agent shall be uncertain as to its duties or rights hereunder, it shall be entitled to refrain from taking any action other than to keep safely all property held in escrow pursuant hereto until it shall be directed otherwise in a writing signed by the Parent and the Company, or by an order of a court of competent jurisdiction. Escrow Agent may consult with counsel of its choice and shall not be liable for any act action taken, suffered to, or omission on its part unless taken or suffered omitted by it in bad faith accordance with the advice of such counsel. Escrow Agent shall not be required to institute legal proceedings of any kind and shall not be required to defend any legal proceedings which may be instituted against it in willful disregard respect of the subject matter of this Contract Agreement, unless requested to do so by another party hereto and indemnified to its reasonable satisfaction against the costs and expenses of such defense. (g) The Company and the Parent hereby waive any suit, claim, demand or involving cause of action of any kind which either one or both may have to assert against Escrow Agent arising out of or relating to the execution or performance by Escrow Agent of this Agreement, unless such suit, claim, demand or cause of action is based upon the willful misconduct, gross negligence or fraud. Seller and Purchaser severally (on a 50/50 basis as between Seller on the one hand and Purchaser on the other) shall indemnify and hold Escrow Agent harmless from and against all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance bad faith of Escrow Agent’s duties hereunder. Escrow Agent shall be indemnified and held harmless against any and all liabilities, except with respect to actions including judgments, costs and reasonable counsel fees, for anything done or omissions taken or suffered omitted by Escrow Agent in bad faith, in willful disregard the performance of this Contract or involving negligenceAgreement, willful misconduct or fraud on the part except as a result of the willful misconduct, bad faith or gross negligence of Escrow Agent. All such reimbursements and indemnifications shall be paid equally by the Company and Parent. 2.3.5 The parties shall deliver to (h) Company acknowledges that Escrow Agent an executed copy of is serving as counsel to Parent in this Contract. transaction and its services as the Escrow Agent to facilitate the Closing shall execute the signature page for not prevent or disqualify Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement from serving as counsel to comply with Parent now or in the terms of any Seller’s closing instruction letter delivered at Closing and the provisions future. (i) For purposes of this Section 2.3; provided1.4, howeverany action to be taken or right exercisable by the Company may only be taken or exercised by Xxxxx Xxxxx, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, and (b) the signature of Escrow Agent will not be necessary to amend any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) as representative of the Internal Revenue Code of 1986Company, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045or his designee. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.

Escrow Provisions. 2.3.1 [Omitted]3.2.1 Notwithstanding the other provisions of this Article 3, at the Closing the Buyers and Sellers shall deliver to the Escrow Agent, registered in the name of each Seller, that number of shares of SkyNet Stock equal to fifty percent of the total number of shares of SkyNet Stock to be delivered by SkyNet pursuant to Section 3.1.1 (the "Escrow Shares"). The Escrow Shares shall be held by the Escrow Agent pursuant to the terms of an Escrow Agreement acceptable in form and substance to the parties and to be delivered at the Closing (the "Escrow Agreement"). 2.3.2 The Tax identification numbers 3.2.2 In the event a Claim arises under this Agreement as to which the parties agree a SkyNet Indemnified Party is entitled to indemnification or as to which the arbitration proceeding provided for under Section 11.6 has been completed, the SkyNet Indemnified Party shall be entitled to receive in settlement of such Claim a distribution out of the parties Escrow Shares of such number of Escrow Shares as are equal in "value" to the amount of the Claim. All Claims made, if any, on account of any Seller's indemnification obligations under Section 10.2 hereof shall be furnished resolved by ascribing a "value" to the Escrow Agent upon requestShares being distributed to the SkyNet Indemnified Party of $4.00 per share. 2.3.3 [Omitted]. 2.3.4 The parties acknowledge 3.2.3 Except for Escrow Shares with a value (determined in accordance with Section 3.2.2) equal to the amount of any Claims by SkyNet Indemnified Parties that Escrow Agent is acting solely as a stakeholder may be pending at their request and for their conveniencesuch time, and that on (i) the six month anniversary of the Closing Date, Escrow Agent shall not be deemed to be the agent of any retain one-half of the parties original number of Escrow Shares and shall not be liable for any act or omission on its part unless taken or suffered distribute the remainder to Seller in bad faith in willful disregard of this Contract or involving gross negligence or fraud. Seller accordance with the Escrow Agreement, and Purchaser severally (on a 50/50 basis as between Seller ii) on the one hand and Purchaser on year anniversary of the other) Closing Date, Seller shall indemnify and hold be entitled to delivery from the Escrow Agent harmless from and against any Escrow Shares that have not been delivered to, or required to have been delivered to, SkyNet Indemnified Parties pursuant to Section 3.2.2, Article 10 hereof or the Escrow Agreement on or prior to such date. At all costs, Claims and expenses, including reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions times that all or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Contract or involving negligence, willful misconduct or fraud on the any part of the Escrow Shares are held by the Escrow Agent. 2.3.5 The parties , (i) all dividends or distributions made with respect to the Escrow Shares shall deliver to be deposited with the Escrow Agent an executed copy of this Contract. Escrow Agent shall execute the signature page for Escrow Agent attached hereto which shall confirm Escrow Agent’s agreement to comply and held in accordance with the terms of any Seller’s closing instruction letter delivered at Closing and the provisions of this Section 2.3; provided, however, that (a) Escrow Agent’s signature hereon shall not be a prerequisite to the binding nature of this Contract on Purchaser and Seller, and the same shall only become fully effective upon execution and delivery by Purchaser and Seller, Agreement and (bii) Sellers shall have the signature of Escrow Agent will not be necessary sole right and power to amend exercise all voting rights pertaining to all or any provision of this Contract other than this Section 2.3 and then only to the extent affecting Escrow Agent. 2.3.6 Escrow Agent acknowledges that it is the “real estate reporting person” within the meaning of Section 6045(e)(2)(A) part of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent applicable for this transaction. Escrow Agent shall file a Form 1099-S with the Internal Revenue Service if required by Section 6045Shares. 2.3.7 The provisions of this Section 2.3 shall survive any termination of this Contract, and, if not so terminated, the Closing.