Common use of Escrow Clause in Contracts

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

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

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

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

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

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

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

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

Escrow. The parties hereto make By virtue of this Agreement and designate Xxxxxxxx County Abstract as security for the indemnity obligations provided for in Section 6.2(a) hereof, at the Closing, Buyer will keep and Title Company retain the Escrow Agent for this transactionShares without any act of the Seller. The Escrow Agent is hereby advised Shares shall be available to hold compensate the “Deed” in Escrow until the purchase price has been paid in full; at Buyer Indemnitees for any claims by such parties for any Losses suffered or incurred by them and for which time the Deed will be delivered they are entitled to the Buyer(s)recover under this Article VI. The Escrow Agent is directed to pay all expenses incurred in connection with Shares shall be the sale sole source of the above-described real estate, including a real estate commission of the gross proceeds indemnification from the saleSeller pursuant to this Agreement. The Escrow/Closing Agent For purposes of calculating the number of Escrow Shares necessary to satisfy a claim for indemnification, each Escrow Share shall pay over the balance be deemed to which the Seller(s) are entitled have a value equal to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=average closing price per share of Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In Common Stock on the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible Nasdaq Capital Market for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) trading days immediately preceding the date of notice of cancellation of this agreementpayment for such indemnification claim. Notwithstanding the foregoing, shall constitute consent to distribution any claims for indemnification from and against any and all Losses incurred by the Buyer Indemnitees, as a result of the xxxxxxx money as suggested inaccuracy or breach of the representations and warranties contained in Section 2.2 herein (a “Authorization Claim”) shall be satisfied, at the option of the Buyer (in its sole discretion) in either cash or Escrow Shares in an amount up to the Purchase Price. To the extent that Buyer chooses to satisfy such Authorization Claim in Escrow Shares, the amount in cash of the value of those Escrow Shares used to satisfy the Authorization Claim shall remain available to satisfy any additional claims pursuant to Section 6.2 hereof. Notwithstanding the foregoing, to the extent that Buyer is entitled to satisfaction for any claim under Section 6.2 other than an Authorization Claim, Buyer shall utilize the Escrow Shares before requiring satisfaction of such certified letter, or as demanded by the other party heretoclaims in cash.

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company Escrow Deposit shall be held by the Escrow Agent for this transactiona period ending on the Escrow Release Date, except the Escrow Deposit may be withheld after the Escrow Release Date for so long as is reasonably necessary to satisfy claims for indemnification which are the subject to a Claims Notice delivered prior to the Escrow Release Date. The Escrow Deposit shall be held and disbursed by the Escrow Agent is hereby advised in accordance with an Escrow Agreement. If the Closing occurs, Parent and Buyer agree that the Parent’s right to hold indemnification pursuant to this Article XI shall constitute Parent’s and Buyer’s sole and exclusive remedy and recourse against the “Deed” in Escrow until Company and the purchase price has been paid in full; at which time the Deed will be delivered Stockholders for Losses attributable to any Indemnifiable Matters. Except with respect to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred Excluded Obligations or as otherwise provided in connection with Section 6.11, the sale maximum liability of the above-described real estate, including a real estate commission of Company and the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) Stockholders collectively shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer limited to the Escrow AgentDeposit and of any Stockholder shall be limited to such Stockholder’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account Pro Rata Portion (as defined below) of the Escrow Agent Deposit and the maximum liability of the Company and the Stockholders collectively for the Excluded Obligations shall be limited to the Purchase Price (less any amount previously recovered under this Article XII from the Escrow Deposit) and of any Stockholder for the Excluded Obligations shall be limited to such Stockholder’s Pro Rata Portion (as defined below) of the Losses up to the aggregate amount of the Purchase Price which such Stockholder is entitled (less any amount previously recovered under this Article XI from such Stockholder’s Pro Rata portion of the Escrow Deposit). For purposes of this Agreement, a “Pro Rata Portion” of a Stockholder as to any Losses or as to the Escrow Deposit shall be equal to the percentage of the Purchase Price to which such Stockholder is entitled as set forth on Schedule 11.4. To the extent that all or any portion of the Equity Consideration or Restricted Equity Consideration is sold, disposed of or otherwise transferred by the Stockholders or any affiliate in an arms-length transaction, then with respect to and in lieu of the shares of Parent Common Stock so sold, Parent shall be entitled to recover against any and all cash or other proceeds so obtained. Any Losses payable pursuant to this Section 11.4 from the Escrow Deposit shall be paid from the Cash Escrow and the Stock Escrow in the same proportion as such Cash Escrow and Stock Escrow bears to the total Escrow Deposit. Notwithstanding anything to the contrary contained herein, neither the Company nor the Stockholders shall have any liability for indemnification pursuant to this Article XI until the aggregate Losses are in excess of $25,000, at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit which point the escrow agent from distributing Company and the xxxxxxx money, once deposited, without Stockholders shall be liable for the consent full amount of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any Losses including such certified letter, or as demanded by the other party heretoamount.

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

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

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company At the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estateClosing, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent U.S. Buyer shall pay over the balance to which the Seller(s) are entitled to the Seller(s) deposit or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price cause to be provided by Certified Funds or bank wire transfer deposited an amount equal to the Escrow Amount in an escrow account mutually established by the Parties at Deutsche Bank (the “Escrow Agent’s financial institution at ”). Such escrow account will be established pursuant to an escrow agreement in a form reasonably agreed to by the Parties (the “Escrow Agreement”) with the costs thereof to be borne one-half by Seller and one-half by Buyers. All Parties hereto agree for all tax purposes that: (i) the right of Seller to the Escrow Fund shall be treated as deferred purchase price eligible for installment sale treatment under Section 453 of the Internal Revenue Code of 1986, as amended (the “Code”) and any corresponding provision of foreign, state or prior to closing. Notwithstanding the definition of good funds under Kansas local law, it is agreed by as appropriate; (ii) Buyers shall be treated as the parties hereto that funds to close must be fully settled and unconditionally credited to the account owner of the Escrow Agent at Fund solely for tax purposes, and all interest and earnings earned from the investment and reinvestment of the Escrow Amount, or any portion thereof, shall be allocable to Buyers pursuant to Section 468B(g) of the Code and Proposed Treasury Regulation Section 1.468B-8; (iii) if and to the extent any amount of the Escrow Fund is actually distributed to Seller, interest may be imputed on such amount, as required by Section 483 or 1274 of the Code; and (iv) in no event shall the total amount of the Escrow Fund (including any interest and earnings earned thereon) paid to Seller under this Agreement exceed an amount to be designated by Seller prior to closingthe Closing. The Clause (iv) of the preceding sentence is intended to ensure that the right of Seller to the Escrow Fund and any interest and earnings earned thereon is not treated as a contingent payment without a stated maximum selling price under Section 453 of the Code and the Treasury Regulations promulgated thereunder. All parties understand that applicable Kansas real estate laws prohibit hereto shall file all Tax Returns consistently with the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties foregoing. Buyers shall be entitled to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter receive quarterly distributions from the escrow agent within seven (7) days of receipt thereof or failure Escrow Fund in an amount equal to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution 40% of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretointerest and earnings which are allocable to Buyers pursuant to clause (ii) above.

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

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

Escrow. The parties hereto make (a) On the Closing Date, Parent and designate Xxxxxxxx County Abstract STS on behalf of all Selling Companies will execute and Title Company deliver an Escrow Agreement substantially similar to Exhibit C attached hereto, by and among Parent, STS and the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold (the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed Agreement”), and Parent will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer deliver to the Escrow Agent, as agent, the Escrow Amount which shall be maintained in four (4) separate escrow accounts. The True-Up Reserve Amount shall be used to pay any Final Downward Adjustment related to the Closing Date Balance Sheet or the Revised Infrastructure Replacement Costs, with the balance of any amount not so used being paid as set forth in Section 3.4. The Tax Adjustment Escrow shall be used to pay any Final Downward Adjustment or Final Upward Adjustment related to the Final Tax Adjustment Amount. The Indemnification Amount shall be applied to satisfy any indemnity claims of Parent or Indemnified Parties (if any) under Article IX and, at Parent’s financial institution at or prior discretion pursuant to closingSection 3.4 hereof, to pay the remaining portion of any Final Downward Adjustment if the True-Up Reserve Amount is not sufficient for such payment. Notwithstanding The Contract Waiver Escrow shall be paid to the definition of good funds under Kansas law, it is agreed Parent and/or the Selling Companies as provided in subsection (b) below. The Escrow Amount will be held by the parties hereto that Escrow Agent in available funds to close must be fully settled in accordance with the terms and unconditionally credited to the account conditions of the Escrow Agent at or prior to closingAgreement and will be disbursed as provided in the Escrow Agreement. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter Any funds released from the escrow agent within seven (7) days of receipt thereof or failure Indemnification Amount because such amounts are no longer subject to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, indemnification claims shall constitute consent be paid to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoSTS.

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

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

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

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

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

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

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

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

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

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

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

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

Escrow. The parties hereto make At any time after the date hereof and designate Xxxxxxxx County Abstract prior to the Contingent Consideration Payment Date, Parent may deposit in an escrow account with the Paying Agent shares of Parent common stock with a fair market value, as of the date of deposit with the Paying Agent, equal to the amount of the Contingent Consideration as of the date of deposit, and, by instructing the Paying Agent to sell such shares of Parent common stock in a lawful manner and Title Company on Parent’s behalf, may thereby produce the cash necessary to pay the Contingent Consideration pursuant to this Section 6.3(a); provided, however that (i) as of the Contingent Consideration Payment Date such escrow account shall contain an amount in cash equal to the Contingent Consideration, less any amounts forfeited pursuant to Section 6.3(d) or used to satisfy indemnification payments made pursuant to this Article VI (ii) Parent shall deposit on or before the Contingent Consideration Payment Date additional cash into the escrow account as may be necessary to ensure that the escrow account contains the amount of cash contemplated by subclause (i) above, (iii) all payments to the Shareholders of the Contingent Consideration shall be made in cash and not in shares of Parent common stock, (iv) the Shareholders shall not be deemed to be beneficial owners or selling shareholders of the shares of Parent common stock deposited into the escrow account as contemplated by this Section 6.3(b), and (v) any amount in the escrow account in excess of the Contingent Consideration payable to the Shareholders and Optionholders shall be released to Parent as provided in the Escrow Agent for this transactionAgreement. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named Parent uses an escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible account for the costs of filing the deed Contingent Consideration in accordance with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to previous sentence, all payments from such escrow account will be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed governed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent at or prior to closing. The parties understand Agreement, substantially in the form attached hereto as Exhibit K; provided, however, that applicable Kansas real estate laws prohibit in the escrow agent from distributing event of any conflict between the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) terms and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation provisions of this agreementAgreement, shall constitute consent to distribution on the one hand, and the terms and conditions of the xxxxxxx money as suggested in any such certified letterEscrow Agreement, or as demanded by on the other party heretohand, with respect to the rights and duties of Parent and the Company with respect to payments of the Contingent Consideration and claims for indemnification, the terms and provisions of this Agreement shall govern.

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

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

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

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

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

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

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

Escrow. (a) At the Closing: (x) Parent shall deposit with the Escrow Agent (i) the Adjustment Escrow Amount on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors to Parent regarding a Post-Closing Deficit Amount under Section 2.9, (ii) the Indemnity Escrow Shares and the Indemnity Escrow Cash on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors under Section 2.9 and Article VIII during the period through the fifteen (15) month anniversary of the Closing Date (it being agreed that with respect to any holder of Unvested Company Shares, the amounts deposited on such Person’s behalf will be cash and shares of Parent Common Stock, as applicable, that are not subject to any further vesting requirements and then only if and to the extent there is a shortfall, Vesting Consideration will be deposited on such Person’s behalf); and (y) the Company shall deposit with the Escrow Agent on behalf of the Company Indemnitors the Other Indemnity Escrow Amount into the Other Indemnity Escrow Fund for the purpose of partially securing certain obligations of the Company Indemnitors under Section 2.11(g) and Article VIII. The Adjustment Escrow Fund shall become payable to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9). The Indemnity Escrow Shares and the Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in the same proportion as cash and shares (if any) otherwise payable to such Company Indemnitor (and, with respect to the Key Employees, excluding the shares subject to revesting pursuant to the Joinder Agreements)), subject to the terms and conditions of this Agreement (including Section 2.9 and Article VIII). The Other Indemnity Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share in cash, subject to the terms and conditions of this Agreement (including Article VIII). The parties hereto make and designate Xxxxxxxx County Abstract and Title Company agree that, for Tax purposes only, Parent shall be treated as the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale owner of the above-described real estateAdjustment Escrow Fund, including a real estate commission Indemnity Escrow Cash and Other Indemnity Escrow Cash and all interest on or other taxable income, if any, earned from the investment of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) Adjustment Escrow Fund, Indemnity Escrow Cash and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Other Indemnity Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Cash pursuant to the Escrow Agent’s financial institution at or prior to closingAgreement shall be treated for Tax purposes as earned by Parent. Notwithstanding Within ten (10) days after the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account final distribution of the Escrow Agent at or Cash to the Company Indemnitors, Parent shall be entitled to a distribution equal to twenty eight percent (28%) of the excess of (x) all interest and earnings from the investment and reinvestment of the Escrow Cash prior to closingthe final distribution of the Escrow Cash, over (y) the deduction available to Parent on distribution of the Escrow Cash under Section 483 of the Code (and any comparable provision of state or local Tax law), as applicable; provided that such rate shall be adjusted to reflect any subsequent change in the combined effective U.S. federal and state income tax rate applicable to corporate income of Parent. The parties understand that hereto agree that, for federal and applicable Kansas real estate laws prohibit state income tax purposes, the escrow agent from distributing Company Indemnitors shall be treated as the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution owner of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoIndemnity Escrow Shares.

Escrow. The parties hereto make In order to establish a non-exclusive procedure for the ------ satisfaction of Claims by the Koop Parties for indemnification pursuant to Article X hereof, on the Closing Date, Parent shall withhold from the Shares to --------- be issued to IVonyx, a number of shares of Common Stock equal to ten percent (10%) of total number of Shares to be issued pursuant to Section 2.3 above (such ----------- withheld shares, the "Escrow Shares") and designate Xxxxxxxx County Abstract and Title Company deposit the Escrow Agent Shares in an escrow ------------- account (the "Escrow Fund") as security for the IVonyx Parties' indemnification ----------- obligations under Article X, pending release thereof pursuant to this transactionSection --------- ------- 2.4 or Article X. Parent shall hold the certificates representing the Escrow --- --------- Shares in or subject to the Escrow Fund. The Escrow Agent Fund shall be governed by the terms set forth herein and in the Escrow Agreement. The value of the Escrow Shares for the satisfaction of claims by Parent for indemnification pursuant to Article X hereof shall be the closing trading price per share of Common Stock --------- ending on the date immediately prior to (a) the date of the Indemnification Notice, in the case of an Uncontested Claim, or (b) the date of the Final Award, in the case of a Contested Claim; provided however, in the event the Common Stock is hereby advised to hold not listed on Nasdaq on either of such dates, the “Deed” value of such shares shall be the average mean of the last closing bid and asked prices for the Common Stock on such date, as reported by Nasdaq or the National Quotation Bureau Incorporated, or if such bid and asked prices are not so reported, as determined in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s)good faith by Parent's board of directors. The Escrow Agent is directed to pay all expenses incurred in connection with the sale Fund shall be a non-exclusive remedy for payments of amounts due from any of the above-described real estateIVonyx Parties pursuant to Article X hereof. Upon request by IVonyx or its duly --------- appointed representative, including a real estate commission of at the gross proceeds time the Escrow Shares are released from the sale. The Escrow/Closing Agent , Parent shall pay over cause the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price Shares to be provided by Certified Funds reissued in the name of IVonyx's stockholders or bank wire transfer any other Permitted Transferee as IVonyx may designate, provided, in each case that Person(s) to whom the Escrow Agent’s financial institution at or prior Shares are reissued agree to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed be bound by the parties hereto that funds to close must be fully settled and unconditionally credited to the account terms of the Escrow Agent at or prior to closingArticle XI hereof. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party hereto.----------

Escrow. The parties hereto make Of the Merger Cash payable pursuant to Section 1.7(a) in respect of each share of Company Capital Stock issued and designate Xxxxxxxx County Abstract outstanding immediately prior to the Effective Time, a portion thereof equal to the Escrow Percentage will, without any act of any Company Stockholder, be deposited with the Escrow Agent, such deposit to constitute an Escrow Fund (as defined in Section 7.2) to be governed by the terms of Section 7.2 (such Merger Cash deposited in the Escrow Fund, the “Escrow Cash”). Set forth opposite each Company Stockholder’s name on Exhibit C is a preliminary schedule showing the Escrow Cash to be contributed on behalf of each such Company Stockholder, subject to adjustment for occurrences between the date of this Agreement and Title the Closing Date that affect the allocation of Merger Cash. With respect to each Company Stockholder who will receive Merger Cash pursuant to Section 1.7(a) that is Restricted, (i) the contributions on behalf of such Company Stockholder to the Escrow Cash shall be comprised of Merger Cash that is Restricted and Merger Cash that is Unrestricted in the same proportion that the total amount of Merger Cash such Company Stockholder is entitled to receive is comprised of Merger Cash that is Restricted and Merger Cash that is Unrestricted and (ii) the Restricted Merger Cash contributed on behalf of such Company Stockholder included in the Escrow Cash shall be allocated among the amounts of Restricted Merger Cash that Vest at different times in the same proportions as the total amount of such Company Stockholder’s Restricted Merger Cash that Vests at each such time. Any fraction of a cent of Merger Cash that would otherwise result from the payment of Merger Cash to be deposited into Escrow Fund pursuant to this Section 1.7(c) by virtue of ownership of outstanding shares of Company Capital Stock shall be rounded up to the nearest whole cent, and any fraction of a cent that would otherwise result from the payment of the remaining Merger Cash which each such Company Stockholder would otherwise be entitled to receive under Section 1.7(a) by virtue of ownership of outstanding shares of Company Capital Stock shall be rounded down to the nearest whole cent. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Section 7.2, Parent shall cause to be distributed to the Escrow Agent for this transactiona wire transfer in the aggregate amount of Merger Cash included in the Escrow Cash. The Escrow Agent is hereby advised Cash deposited in the Escrow Fund shall be available to hold the “Deed” compensate Parent as provided in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s)Article VII. The Escrow Agent is directed to pay all Any income, gains, losses and expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) Fund shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas law, it is agreed reported by the parties hereto that funds for all income tax purposes in a manner consistent with Proposed Treasury Regulation Section 1.468B-8. Within ten (10) days following the end of each calendar quarter, Parent shall be entitled to close must be fully settled and unconditionally credited to the account a disbursement of 2% of the income earned for such quarter on the Escrow Agent at or prior to closing. The parties understand Fund that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent is treated as income of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoParent.

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

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

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

Escrow. The parties hereto make (a) On the Closing Date, Parent and designate Xxxxxxxx County Abstract the Shareholder Representative will execute and Title Company deliver an Escrow Agreement substantially similar to Exhibit C attached hereto, by and among Parent, the Shareholder Representative and the Escrow Agent for this transaction(the “Escrow Agreement”), and Parent will deliver to the Escrow Agent, as agent, the Escrow Amount. The Escrow Agent is hereby advised True-Up Reserve Amount shall be used to hold pay any Final Downward Adjustment, with the “Deed” balance of any amount not so used being paid as set forth in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s)Section 3.4. The Escrow Agent is directed Indemnification Amount shall be applied to satisfy any indemnity claims of Parent, the Surviving Corporation and their respective Indemnified Parties (if any) under Article IX and to pay all the remaining portion of any Final Downward Adjustment if the True-Up Reserve Amount is not sufficient for such payment. The Shareholder Fund Amount shall be available to reimburse the Shareholder Representative for out-of-pocket costs and expenses incurred in the performance of his duties hereunder (including, without limitation, costs incurred in connection with the sale filing of the above-described real estate, including a real estate commission Tax returns or audit costs of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(sfiled Tax returns) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In to pay attorneys and accountants employed by the event that Buyer(s) Shareholder Representative necessary to discharge the duties as Shareholder Representative and to defend any indemnification claim, but shall not be used to satisfy any indemnification obligations under Article IX or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for to pay any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds officeFinal Downward Adjustment. The Escrow Amount will be held by the Escrow Agent reserves in available funds in accordance with the right terms and conditions of the Escrow Agreement and will be disbursed as provided in the Escrow Agreement. Any funds released from the Indemnification Amount because such amounts are no longer subject to require indemnification claims shall first be paid to the Shareholder Representative to reimburse the Shareholder Representative for any previously unreimbursed costs and expenses, and then if determined by the Shareholder Representative, transferred to the Shareholder Fund Amount to provide for any reasonably anticipated costs and expenses, with the balance of any unused Shareholder Fund Amount being deposited with the purchase price to be provided by Certified Funds or bank wire transfer Disbursing Agent for payment to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding Shareholders based on their Pro-Rata Portion when the definition of good Shareholder Representative determines such funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoare not needed.

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

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

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

Escrow. The parties hereto make and designate Xxxxxxxx County Abstract and Title Company (a) At the Closing, (i) Buyer will deposit (A) into the Working Capital Escrow Account with the Escrow Agent for this transaction. The the sum of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Working Capital Escrow Amount”) and (B) into the Indemnity Escrow Account with the Escrow Agent is hereby advised to hold the sum of Seven Hundred Fifty-Five Thousand Dollars ($755,000) (the “DeedIndemnity Escrow Amount,” and together with the Working Capital Escrow Amount, the “Escrow Amount”), in each case, as a holdback of a portion of the Purchase Price, as the same may be adjusted pursuant to Section 2.07, by wire transfer of immediately available funds, and (ii) Buyer, Shareholder Representative, and Escrow until Agent will enter into an escrow agreement, dated as of the purchase price has been paid Closing Date, substantially in full; at which time the Deed will be delivered to form attached hereto as Exhibit C (the Buyer(s“Escrow Agreement”). The Working Capital Escrow Agent is directed to pay all expenses incurred Amount will be maintained as security for the payment by Sellers of any Post-Closing Adjustment and the Indemnity Escrow Amount will be maintained as security for the payment by Sellers of certain claims for Losses by Buyer and its successors and permitted assigns against Sellers as more particularly described in connection Article VII. All investments of the Escrow Amount shall be selected by Shareholder Representative in accordance with the sale terms of the above-described real estate, including a real estate commission of the gross proceeds Escrow Agreement. Releases from the sale. The Escrow/Closing Agent shall pay over the balance Escrow Account will be made to which the Seller(s) are entitled to the Seller(s) Buyer or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change , as applicable, in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed strict accordance with the Register of Deeds office. The terms and conditions set forth in the Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Agreement, which shall impose substantial restrictions on Sellers’ access to the Escrow AgentAmount for Buyer’s financial institution at or prior to closing. Notwithstanding benefit; provided that any releases from the definition of good funds under Kansas law, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited Escrow Account to the account Option Holders in respect of their Options shall be disbursed to the Company for distribution to such Option Holders through the Company’s payroll. The fees and expenses of the Escrow Agent at or prior to closingwill be paid equally by Shareholder Representative, with such fees and expenses constituting Reimbursement Expenses, and Buyer. The parties understand that applicable Kansas real estate laws prohibit For purposes of determining the escrow agent from distributing reduction in the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution amount of the xxxxxxx money Closing Payment Amount payable to each Seller pursuant to Section 2.05(a)(ii)(A), Buyer will be deemed to have contributed on behalf of each Seller, his, her or its pro rata portion of the Escrow Amount (as suggested set forth on Exhibit B) into the Escrow Account to be governed under the terms set forth in any such certified letter, or as demanded by this Agreement and the other party heretoEscrow Agreement.

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

Escrow. (a) At the Closing, Parent shall deposit with the Escrow Agent (i) the Adjustment Escrow Cash on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors to Parent regarding a Post-Closing Deficit Amount under Section 2.9 and (ii) the Indemnity Escrow Cash on behalf of the Company Indemnitors for the purpose of partially securing the obligations of the Company Indemnitors under Section 2.9 and Article VIII during the period through the eighteen (18) month anniversary of the Closing Date. The Adjustment Escrow Cash shall become issuable or payable, as applicable, to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9). The Indemnity Escrow Cash shall become payable to the Company Indemnitors, if at all, in accordance with each Company Indemnitor’s respective Pro Rata Share, subject to the terms and conditions of this Agreement (including Section 2.9 and Article VIII). The parties hereto make and designate Xxxxxxxx County Abstract and Title Company agree that, for Tax purposes only, Parent shall be treated as the owner of the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold Cash and all interest on or other taxable income, if any, earned from the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(s). The Escrow Agent is directed to pay all expenses incurred in connection with the sale investment of the above-described real estate, including a real estate commission of the gross proceeds from the sale. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer Cash pursuant to the Escrow Agent’s financial institution at or prior to closingAgreement shall be treated for Tax purposes as earned by Parent. Notwithstanding Within ten (10) days after the definition end of good funds under Kansas law, it is agreed by each calendar quarter and within ten (10) days after the parties hereto that funds to close must be fully settled and unconditionally credited to the account final distribution of the Escrow Agent at or prior Cash to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx moneyCompany Indemnitors, once deposited, without the consent Parent shall be entitled to a distribution equal to twenty eight percent (28%) of all parties to this agreement. Buyer(s) interest and Seller(s)s agree that failure by either to respond in writing to a certified letter earnings from the escrow agent within seven (7) days investment and reinvestment of receipt the Escrow Cash for such calendar quarter or portion thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to ending on such final distribution of the xxxxxxx money Escrow Cash, as suggested applicable; provided that such rate shall be adjusted to reflect any subsequent change in any such certified letter, or as demanded by the other party heretocombined effective U.S. federal and state income tax rate applicable to corporate income of Parent.

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

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

Escrow. The parties Of the Purchase Price, the sum of $750,000 shall be placed into escrow pursuant to an Escrow Agreement to be entered into on the Closing Date among the Company, the Purchaser and Wxxxx Fargo Bank, N.A. or another financial institution with banking offices in Nueces County, Texas having total assets of at least $100 million and otherwise mutually acceptable to the parties, which shall act as escrow agent, such Escrow Agreement to be in substantially the form attached as Exhibit 10.4 hereto make and designate Xxxxxxxx County Abstract and Title Company the Escrow Agent for this transaction. The Escrow Agent is hereby advised to hold (the “Deed” in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered to the Buyer(sAgreement”). The amount so held under the Escrow Agent is directed to pay Agreement shall be maintained as security for the payment of any and all expenses incurred claims by Purchaser and its successors and permitted assigns against the Company arising under or in connection with this Agreement, subject to the sale limitations contained in section 9.4 hereof. Subject to the terms of the aboveEscrow Agreement, (i) on the 270th day following the Closing Date, one-described real estatehalf of such escrow amount, including a real estate commission less the amount of the gross proceeds from the sale. The Escrow/Closing Agent any Losses for which distributions to Purchaser have already been made out of escrow or for which there are claims then pending, shall pay over the balance to which the Seller(s) are entitled be distributed to the Seller(sCompany, and (ii) or Sellers’ assigns. Seller(s) and Buyer(s) Responsibilities: (Place initial S=Seller B=Buyer SE= Split Equally) Contract SE Deed SE _ Escrow SE on the 540th day following the Closing SE Other In the event that Buyer(s) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agent. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require Date, the balance of such escrow amount, less the purchase price amount of any such Losses theretofore distributed to Purchaser or subject to pending claims, shall be provided by Certified Funds or bank wire transfer distributed to the Escrow Agent’s financial institution at or prior to closingCompany. Notwithstanding the definition Interest earned on such escrow account shall be disbursed in accordance with disbursements of good funds under Kansas lawprincipal. IF CLOSING OCCURS, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx moneyTHE PURCHASER ACKNOWLEDGES THAT ITS SOLE RECOURSE FOR ANY LOSSES ARISING HEREUNDER SHALL BE PURSUANT TO THE ESCROW AGREEMENT, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoAND THAT IN NO EVENT SHALL THE COMPANY OR ANY OF ITS SHAREHOLDERS OR THE DIRECTORS HAVE ANY LIABILITY FOR ANY SUCH LOSSES IN EXCESS OF AMOUNTS AVAILABLE THEREFOR UNDER THE ESCROW AGREEMENT.

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

Escrow. The parties hereto make If the Purchaser has provided a Note for exercise of the Shares, as security for Purchaser's faithful performance of this Exercise Agreement, Purchaser agrees, immediately upon receipt of the stock certificate(s) evidencing the Shares, to deliver such certificate(s), together with the Stock Powers executed by Purchaser and designate Xxxxxxxx County Abstract by Purchaser's spouse, if any (with the date and Title number of Shares left blank), to the Secretary of the Company or other designee of the Company (the "ESCROW HOLDER"), who is hereby appointed to hold such certificate(s) and Stock Powers in escrow and to take all such actions and to effectuate all such transfers and/or releases of such Shares as are in accordance with the terms of this Exercise Agreement. Purchaser and the Company agree that Escrow Agent Holder will not be liable to any party to this Exercise Agreement (or to any other party) for any actions or omissions unless Escrow Holder is grossly negligent or intentionally fraudulent in carrying out the duties of Escrow Holder under this transactionExercise Agreement. Escrow Holder may rely upon any letter, notice or other document executed with any signature purported to be genuine and may rely on the advice of counsel and obey any order of any court with respect to the transactions contemplated by this Exercise Agreement. The Escrow Agent is hereby advised to hold the “Deed” Shares will remain in Escrow until the purchase price has been paid in full; at which time the Deed will be delivered escrow so long as they are subject to the Buyer(s)Pledge Agreement. The Escrow Agent is directed to pay all expenses incurred in connection with the sale of the above-described real estate, including a real estate commission of the gross proceeds from the sale7. The Escrow/Closing Agent shall pay over the balance to which the Seller(s) are entitled to the Seller(s) or Sellers’ assignsTAX CONSEQUENCES. Seller(s) and Buyer(s) ResponsibilitiesPURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF THE SHARES. PURCHASER REPRESENTS: (Place initial S=Seller B=Buyer SE= Split Equallya) Contract SE Deed SE _ Escrow SE Closing SE Other In the event that Buyer(sTHAT PURCHASER HAS CONSULTED WITH ANY TAX ADVISOR THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND (b) or Buyer’s lender needs a closing protection letter or other insurance coverage other than legal malpractice insurance available through the above-named escrow agent or the lender requires a loan closing agentTHAT PURCHASER IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE. Buyer(s) shall be responsible for any additional fees attributable to the change in escrow or closing agent. Buyer(s) shall be responsible for the costs of filing the deed with the Register of Deeds office. The Escrow Agent reserves the right to require the balance of the purchase price to be provided by Certified Funds or bank wire transfer to the Escrow Agent’s financial institution at or prior to closing. Notwithstanding the definition of good funds under Kansas lawIN ADDITION TO THE FOREGOING, it is agreed by the parties hereto that funds to close must be fully settled and unconditionally credited to the account of the Escrow Agent at or prior to closing. The parties understand that applicable Kansas real estate laws prohibit the escrow agent from distributing the xxxxxxx money, once deposited, without the consent of all parties to this agreement. Buyer(s) and Seller(s)s agree that failure by either to respond in writing to a certified letter from the escrow agent within seven (7) days of receipt thereof or failure to make written demand for return or forfeiture of an xxxxxxx money deposit within thirty (30) days of notice of cancellation of this agreement, shall constitute consent to distribution of the xxxxxxx money as suggested in any such certified letter, or as demanded by the other party heretoTHE COMPANY SHALL HAVE NO LIABILITY TO ANY PARTICIPANT OR ANY OTHER PERSON IF AN OPTION DESIGNATED AS AN INCENTIVE STOCK OPTION FAILS TO QUALIFY AS SUCH AT ANY TIME OR IF AN OPTION IS DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING OF SECTION 409A OF THE CODE AND THE TERMS OF SUCH OPTION DO NOT SATISFY THE ADDITIONAL CONDITIONS APPLICABLE TO NONQUALIFIED DEFERRED COMPENSATION UNDER SECTION 409A OF THE CODE AND SECTION 7 OF THE PLAN.

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